CERTIFICATE OF INCORPORATION, AS AMENDED
OF
CORMEDIX INC.
Pursuant to Section 242 of the General Corporation
Law of the State of Delaware, CorMedix Inc., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the
“
DGCL
”), does hereby certify as
follows:
FIRST
: The name of the corporation is CorMedix Inc.
(the “
Corporation
”).
SECOND
: The Corporation was originally incorporated
pursuant to DGCL on July 28, 2006. The Amended and Restated
Certificate was filed with the Office of the Secretary of State of
the State of Delaware on March 30, 2010.
THIRD
: Article FOURTH of the Certificate is hereby
amended to read, in its entirety, as follows:
“The
total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 162,000,000
shares. The Corporation is authorized to have two classes of
shares, designated as Common Stock and Preferred Stock. The total
number of shares of Common Stock which the Corporation is
authorized to issue is 160,000,000 shares, and the par value of
each of the shares of Common Stock is $0.001. The total number of
shares of Preferred Stock which the Corporation is authorized to
issue is 2,000,000 shares, and the par value of each of the shares
of Preferred Stock is $0.001.
The
Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the
Corporation’s Board of Directors may determine. Each series
of Preferred Stock shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes.
Except as otherwise provided in this Amended and Restated
Certificate of Incorporation, as amended, different series of
Preferred Stock shall not be construed to constitute different
classes of shares for the purpose of voting by
classes.
The
Board of Directors is expressly authorized to provide for the
issuance of all or any shares of any authorized but undesignated
Preferred Stock in one or more series, each with such designations,
preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and
such qualifications, limitations or restrictions thereof as shall
be stated in the resolution or resolutions adopted by the Board of
Directors to create such series, and a certificate of said
resolution or resolutions shall be filed in accordance with the
General Corporation Law of the State of Delaware. The authority of
the Board of Directors with respect to each such series shall
include, without limitation of the foregoing, the right to provide
that the shares of each such series may: (i) have such distinctive
designation and consist of such number of shares; (ii) be subject
to redemption at such time or times and at such price or prices;
(iii) be entitled to the benefit of a retirement or sinking fund
for the redemption of such series on such terms and in such
amounts; (iv) be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions,
and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or
any other series of stock; (v) be entitled to such rights upon the
voluntary or involuntary liquidation, dissolution or winding up of
the affairs, or upon any distribution of the assets of the
Corporation in preference to, or in such relation to, any other
class or classes or any other series of stock; (vi) be convertible
into, or exchangeable for, shares of any other class or classes or
any other series of stock at such price or prices or at such rates
of exchange and with such adjustments, if any; (vii) be entitled to
the benefit of such conditions, limitations or restrictions, if
any, on the creation of indebtedness, the issuance of additional
shares of such series or shares of any other series of Preferred
Stock, the amendment of this Amended and Restated Certificate of
Incorporation, as amended, or the Corporation’s By-Laws, the
payment of dividends or the making of other distributions on, or
the purchase, redemption or other acquisition by the Corporation
of, any other class or classes or series of stock, or any other
corporate action; or (viii) be entitled to such other preferences,
powers, qualifications, rights and privileges, all as the Board of
Directors may deem advisable and as are not inconsistent with law
and the provisions of this Amended and Restated Certificate of
Incorporation, as amended.”
FOURTH
: Except as expressly amended herein, all
provisions of the Certificate filed with the Office of the
Secretary of State of the State of Delaware on March 30, 2010, as
amended, shall remain in full force and effect.
FIFTH
:
The foregoing amendment was duly adopted by the
Board of Directors and by the stockholders of the Corporation in
accordance with Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS
WHEREOF
, the undersigned, being
a duly authorized officer of the Corporation, does hereby execute
this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, as amended, this 9
th
day of August
2017.
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CORMEDIX INC.
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By:
Khoso Baluch
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Name: Khoso
Baluch
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Title: Chief
Executive Officer
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