EFTA01092064.pdf

Delaware / PAGE 1 ?fie First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "INTELLIGENT MEDICAL DEVICES, INC." AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF OCTOBER, A.D. 2000, AT 6:20 O'CLOCK P.M. CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "GENEVENTION LLC" TO "INTELLIGENT MEDICAL DEVICES LLC", FILED THE THIRD DAY OF APRIL, A.D. 2003, AT 2:05 O'CLOCK P.M. CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM "INTELLIGENT MEDICAL DEVICES LLC" TO "INTELLIGENT MEDICAL DEVICES, INC.", FILED THE TWENTY-NINTH DAY OF OCTOBER, A.D. 2004, AT 3:32 O'CLOCK P.M. CERTIFICATE OF INCORPORATION, FILED THE TWENTY-NINTH DAY OF OCTOBER, A.D. 2004, AT 3:32 O'CLOCK P.M. CERTIFICATE OF DESIGNATION, FILED THE THIRD DAY OF NOVEMBER, A.D. 2004, AT 10:52 O'CLOCK A.M. CERTIFICATE OF CORRECTION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 2004, AT 1:43 O'CLOCK P.M. C Jeffrey W. Bullock. Secretary of State 3306030 8100.0 AUTHEN TION: 7813741 100145315 DATE: 02-16-10 You may verify this certificate online at corp.delaware.gov/authver.shtal EFTA01092064  Vet-aware PAGE 2 'The First State CERTIFICATE OF DESIGNATION, FILED THE TENTH DAY OF MAY, A.D. 2005, AT 11:01 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, FILED THE FIFTH DAY OF JULY, A.D. 2006, AT 4:56 O'CLOCK P.M. CERTIFICATE OF DESIGNATION, FILED THE FIFTH DAY OF JULY, A.D. 2006, AT 4:57 O'CLOCK P.M. CERTIFICATE OF RENEWAL, FILED THE FIFTEENTH DAY OF APRIL, A.D. 2008, AT 8 O'CLOCK A.M. CERTIFICATE OF AMENDMENT, FILED THE SIXTEENTH DAY OF APRIL, A.D. 2009, AT 11:56 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, "INTELLIGENT MEDICAL DEVICES, INC.". oftywnaocksecrethwesmte 3306030 8100E AUTHEN TION: 7813741 100145315 DATE: 02-16-10 You nay verify this certificate online at corp.delaware.gov/authver.ahtel EFTA01092065  State of Delaware Secretary of State Division of Corporations Delivered 03:32 PM 10/29/2004 FILED 03:32 PM 10/29/2004 SRV 040783492 - 3306030 FILE CERTIFICATE OF CONVERSION OF INTELLIGENT MEDICAL DEVICES LIE INTO INTELLIGENT MEDICAL DEVICES, INC. Pursuant to Sections 103 and 265 of the General Corporation Law of the State of Delaware and Section 18-216 of the Delaware Limited Liability Company Act Intelligent Medical Devices LLC, a Delaware limited liability com- pany (the "Company), does hereby certify to the following facts relating to the conversion of the Company into a Delaware corporation (the "Conversion"): FIRST: The Company was first formed on the 23itl day of October, 2000. SECOND: The name of the Company immediately prior to the filing of this certificate of conversion is Intelligent Medical Devices LLC. THIRD: The name of the corporation into which the Company shall be converted, as set forth in its certificate of incorporation, is Intelligent Medical Devices, Inc. FOURTH: The Company is a limited liability company. EFTA01092066  FIFTH: As of the effective time of the Conversion, by virtue of the Conversion and without any anther action on the part of the holders of any owner- ship interests of Intelligent Medical Devices LLC, each issued and outstanding Common Unit shall be converted into one share of common stock, par value 50.001 of Intelligent Medical Devices, Inc. (the "Common Stock"), each Series A Preferred Unit shall be converted into one share of Series A Preferred stock, par value 50.001 of Intelligent Medical Devices, Inc. (the "Series A Stock"), and each Series B Preferred Unit shall be converted into one share of Series B Preferred stock, par value $0.001 of Intelligent Medical Devices, Inc. (the "Series B Stock"). From and after the effective time of the Conversion, all such converted Common Units, Series A Preferred Units and Series B Preferred Units shall no longer be outstanding and shall be deemed to be cancelled and retired and shall cease to exist, and each bolder of a Common Unit, Series A Preferred Unit and Sales B Preferred Unit shall cease to have any rights with respect to such Common Unit, Series A Preferred Unit and Series B Preferred Unit except the right to receive shares of Common Stock, Series A Stock and Series B Stock of Intelligent Medical Devices, Inc. as detailed above. As soon as reasonably practicable after the effective time of the Conversion, Intelligent Medical Devices, Inc. shall mail to each holder of record of a notice stating the number of shares of Common Stock, Series A Stock and Series B Stock of Intelligent Medical Devices, Inc. issued in exchange for each Common Unit, Series A Preferred Unit and Series B Preferred Unit formerly held of record by such holder and one or more certificates representing such shares. IN WITNESS WHEREOF, the Company has caused this certificate of conversion to be executed in its company name this 29th day of October, 2004. Intelligent Medical Devices LLC By: Is/ Alice Jacobs Name: Alice Jacobs Title: Chief Executive Officer 33096:New York 57A 2 EFTA01092067