AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
iSecureTrac Corp.
The undersigned, Thomas E. Wharton, Jr., certifies that he is the
President of iSecureTrac Corp., a corporation organized and existing under the
laws of the State of Delaware, and hereby certifies as follows:
1. The name of the Corporation is iSecureTrac Corp.
2. The Original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on July 17, 1986, under
the name Sage Analytics International, Inc.
3. This Restated Certificate of Incorporation of the corporation has
been duly adopted by resolutions of the Board of Directors of the
corporation in accordance with the provisions of Section 242 and
245 of the General Corporation Law of the State of Delaware and,
upon filing with the Secretary of State in accordance with Section
103, shall thenceforth supersede the original Certificate of
Incorporation, as heretofore amended, and shall, as it may
thereafter be amended or supplemented in accordance with its terms
and applicable law, be the Certificate of Incorporation of the
corporation.
4. The text of the Certificate of Incorporation of the corporation is
hereby amended and restated to read in its entirety as follows:
ARTICLE 1. NAME
The name of the Corporation is iSecureTrac Corp.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Delaware is to
be located at 220 Continental Drive, City of Newark, County of New Castle; its
registered agent at the address shall be American Guaranty and Trust Company.
ARTICLE 3. PURPOSE
The purpose of the Corporation is to engage in any lawful act of
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE 4. CAPITAL STOCK
The total number of shares of stock which the corporation shall have
authority to issue is 151,000,000 consisting of 150,000,000 shares of Common
Stock, $.001 par value per share (the "Common Stock"), and 1,000,000 shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in one or more series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (hereinafter referred to
as "Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
(a) The designation of the series, which may be by
distinguishing number, letter or title;
(b) The number of shares of the series, which number the Board
of Directors may thereafter (except where otherwise provided in the
Preferred Stock Designation) increase or decrease (but not below the
number of shares thereof then outstanding);
(c) The amounts payable on, and the preferences, if any, of
shares of the series in respect of dividends, and whether such
dividends, if any, shall be cumulative or noncumulative;
(d) Dates at which dividends, if any, shall be payable;
(e) The redemption rights and price or prices, if any, for
shares of the series;
(f) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;
(g) The amounts payable on, and the preferences, if any, of
shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation;
(h) Whether the shares of the series shall be convertible into
or exchangeable for shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any
adjustments thereof, the date or dates at which such shares shall be
convertible or exchangeable and all other terms and conditions upon
which such conversion or exchange may be made;
(i) Restrictions on the issuance of shares of the same series
or of any other class or series; and
(j) The voting rights, if any, of the holders of shares of the
series.
Effective as of December 18, 1997, each twenty (20) outstanding shares
of Common Stock and Preferred Stock will be combined and converted into one (1)
share each of the Common Stock and Preferred Stock, respectively, provided that
no fractional shares shall be issued but shall be rounded up to the nearest
whole number. There shall be no increase or decrease in the corporation's
authorized capital stock or its par value per share, or in the corporation's
capital.
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Effective as of 8:00 a.m., Eastern Time, on September 19, 2005 (the
"Effective Time"), each ten (10) outstanding shares of the Corporation's Common
Stock, par value $0.001 per share, will be automatically combined and converted
into one (1) share of the Common Stock, par value $0.001 per share; provided,
however, there shall be no decrease in the total number of shares of authorized
capital stock of the Corporation or any change to the par value per share of the
Corporation's capital stock as a result of such combination of shares, and,
provided further, that no fractional shares shall be issued as a result of such
combination of shares, but rather any holder at the Effective Time of a number
of shares of Common Stock not evenly divisible by ten will receive one
additional whole share of Common Stock for such fractional share resulting from
such combination upon surrender of the certificate representing such fractional
share, and each such additional share shall be duly issued, fully paid and
nonassessable for all purposes.
ARTICLE 5. PREEMPTIVE RIGHTS
No stockholder of the Corporation shall have any preemptive rights to
purchase, subscribe for or otherwise acquire any share or other securities of
the Corporation, whether now or hereafter authorized, and any and all preemptive
rights are hereby denied.
ARTICLE 6. DIRECTORS
The corporation shall be under the direction of a board of directors.
The number of directors shall be fixed from time to time by the board of
directors. The directors shall be elected at the annual shareholder meeting and
shall serve a one-year term until their successors are elected and qualify. Any
director may be removed from office with or without cause by the affirmative
vote of the holders of the majority of the voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors.
ARTICLE 7. DIRECTORS' LIABILITY
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by subsection (7) of subsection (b)
of Section 102 of the General Corporation Law of the State of Delaware, as the
same may be amended or supplemented.
ARTICLE 8. BY-LAWS
The board of directors shall have the power to amend from time to time
the by-laws of the Corporation. Such action by the board of directors shall
require the affirmative vote of at least a majority of the directors then in
office at a duly constituted meeting of the board of directors called for such
purpose. The stockholders may amend by-laws made by the board of directors.
ARTICLE 9. [Reserved]
ARTICLE 10. [Reserved]
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ARTICLE 11. INDEMNIFICATION
The Corporation shall indemnify any person (a "Covered Person") who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that such Covered Person
is or was a director or officer of the Corporation, or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise, to the
fullest extent permitted by law. Notwithstanding the preceding sentence, the
Corporation shall be required to indemnify a Covered Person in connection with a
Proceeding (or part thereof) only if the commencement of such Proceeding (or
part thereof) by such Covered Person was authorized in advance by the Board of
Directors.
IN WITNESS WHEREOF, the corporation has caused this Restated
Certificate of Incorporation to be signed by its President this 9th day of
September 2005.
iSecureTrac Corp.
By: /s/ THOMAS E. WHARTON, JR.
---------------------------------
Thomas E. Wharton, Jr.
President
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