CERTIFICATE OF INCORPORATION

OF

APPLIED DIGITAL SOLUTIONS, INC.

 

ARTICLE ONE

 

The name of the corporation is Applied Digital Solutions, Inc. (the “Corporation”).

 

ARTICLE TWO

 

The address of the Corporation’s registered office in this state is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and its registered agent is Corporation Service Company. County of New Castle.

 

ARTICLE THREE

 

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is to One Hundred Thirty Million (130,000,000) shares, of which Five Million (5,000,000) shares shall be preferred stock (“Preferred Stock”) having a par value of $10.00 per share and One Hundred Twenty-Five Million (125,000,000) shares shall be common stock (“Common Stock”) having a par value of $.01 per share. A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, in respect of the shares of each class is as follows:

 

A.    Preferred Stock.

 

Subject to the requirements of the laws of the State of Delaware, authority is hereby vested in the Board of Directors from time to time to issue 5,000,000 shares of Preferred Stock in one or more series and by resolution or resolutions as to each series:

 

(a)    to fix the distinctive serial designation of the shares of such series;

 

(b)    to fix the rate per annum at which the holders of the shares of such series shall be entitled to receive dividends, the dates on which said dividends shall be payable, and, if the directors determine that the dividends with respect to said series shall be cumulative, the date or dates from which such dividends shall be cumulative;

 

(c)    to determine whether the shares of such series shall have voting power, and, if so, the extent and definition of such voting power;

 

(d)    to fix the price or prices at which the shares of such series may be redeemed, and to determine whether the shares of such series may be redeemed in whole or in part or only as a whole;

 

(e)    to fix the amounts payable on the shares of such series in the event of liquidation, dissolution, or winding up of the Corporation;

 

(f)     to determine whether or not the shares of any such series shall be made convertible into or exchangeable for shares of any other class or classes of stock of the Corporation or of any other series of Preferred Stock and the conversion price or prices, or the rate or rates of exchange at which such conversion or exchange may be made;

 

(g)    to determine the amount of the sinking fund, purchase fund, or any analogous fund, if any, to be provided with respect to each such series; and

 

(h)    to fix preferences and relative, participating, optional, or other special rights, and qualifications, limitations or restrictions thereof, applicable to each such series.

 

B.    Common Stock.

 

Each share of Common Stock shall be identical with each other share of Common Stock, except as the holders thereof shall otherwise expressly agree in writing. Subject to the prior rights of the Preferred Stock from time to time issued and outstanding, as hereinbefore set forth, the holders of Common Stock shall be entitled to receive such sums as the Board of Directors may from time to time declare as dividends thereon, or authorize as distributions thereon, out of any sums available to be distributed as dividends and to receive any balance remaining in case of the dissolution, liquidation or winding up of the Corporation after satisfying the prior rights of the Preferred Stock, if any be then outstanding. Each share of Common Stock shall have one vote for all corporate purposes.

 

ARTICLE FOUR

 

No holder of shares of any class of stock of this corporation, either now or hereafter authorized or issued, shall have a preemptive or preferential right to subscribe for or purchase any shares of any class of stock of this corporation, either now or hereafter authorized whether issued for cash, property or services, or to subscribe for or purchase obligations, bonds, notes, debentures, other securities or stock convertible into stock of any class of this corporation other than such right, if any, as the Board of Directors in its discretion may from time to time determine, and at such prices as the Board of Directors may from time to time fix.

 

ARTICLE FIVE

 

The name and place of residence of the incorporator is as follows:

 

 

Joseph D. Lehrer, Esq.

 

10 South Broadway, Suite 2000

 

St. Louis, Missouri 63102

 

ARTICLE SIX

 

The number of directors to constitute the Board of Directors is seven (7). Hereafter, the number of directors shall be fixed by, or in the manner provided in, the By-Laws. Any changes in the number will be reported to the Secretary of State within thirty (30) calendar days of such change.

 

ARTICLE SEVEN

 

The duration of the Corporation is perpetual.

 

ARTICLE EIGHT

 

The Corporation is formed for the following purpose: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

ARTICLE NINE

 

The Board of Directors is authorized to make, amend, alter and rescind the By-Laws of the Corporation.

 

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts stated herein are true, and I have accordingly hereunto set my hand this 7th day of March, 2007.

 

 

 

 

By:

/s/ Joseph D. Lehrer

 

 

Name:

Joseph D. Lehrer

 

 

Title:

Incorporator

 

 

 

 

 

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
APPLIED DIGITAL SOLUTIONS, INC.

 

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Applied Digital Solutions, Inc.

2. The Certificate of Incorporation of the Corporation is hereby amended by changing the Article numbered “One” so that, as amended, said Article shall be and read as follows:

 

“ARTICLE ONE

The name of the corporation is Digital Angel Corporation (the “Corporation”).”

3. The Certificate of Incorporation of the Corporation is hereby amended by changing the first paragraph of the Article numbered “Three” so that, as amended, said paragraph of said Article shall be and read as follows:

 

“ARTICLE THREE

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Ninety Five Million (195,000,000) shares, of which Five Million (5,000,000) shares shall be preferred stock (“Preferred Stock”) having a par value of $10.00 per share and One Hundred Ninety Million (190,000,000) shares shall be common stock (“Common Stock”) having a par value of $.01 per share. A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, in respect of the shares of each class is as follows:”

4. Pursuant to a resolution of its Board of Directors, a meeting of stockholders of the Corporation was duly called and held, on June 20, 2008 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendments.

5. The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

NOW, THEREFORE, the Corporation has caused this Certificate to be signed this day of July, 2008.

 

 

 

 

 

 

 

By:

 

/s/ Lorraine M. Breece

 

 

 

 

 

 

 

Name:

 

Lorraine M. Breece

 

 

Title:

 

Senior Vice President and Chief Financial Officer