CERTIFICATE OF INCORPORATION
FIRST: The name of the corporation is "InterActive Inc."
SECOND: The address of the corporation's registered office in the State
of Delaware is 15 E. North Street, Dover, Delaware 19901. The name of its
registered agent at such address is Paracorp Incorporated.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares which the corporation shall have
authority to issue is 60,000,000, of which 50,000,000 shares shall be common
stock, $.001 par value ("Common Stock"), and 10,000,000 shares shall be
preferred stock, $.001 par value ("Preferred Stock"). The Board of Directors is
authorized, subject to the limitations prescribed by law and the provisions of
this Article FOURTH, to provide for the issuance of the Preferred Stock in
series, and by filing a certificate pursuant to the applicable laws of the State
of Delaware, 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 or
restrictions thereof. The authority of the Board of Directors with respect to
each such series shall include, but not be limited to, the determination of the
(a) The number of shares constituting that series and the
distinctive designation of that series; (b) The dividend rate, if any, on the
shares of that series, whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative priority, if any, of payment of dividends
on shares of that series; (c) Whether that series shall have voting rights, in
addition to the voting rights expressly required by law, and, if so, the terms
of such voting rights; (d) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including provisions
for adjustment of the conversion rate in such events as the Board of Directors
shall determine; (e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in the case of redemption, which amount may vary under
different conditions and at different redemption dates; (f) Whether that series
shall have a sinking fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such sinking fund; (g) The rights of
the shares of that series in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation, and the relative
rights of priority, if any, of payment of shares of that series; and (h) Any
other relative rights, preferences and limitations of that series.
FIFTH: The name and mailing address of the incorporator of the
corporation is James M. Phillips, Jr., 6359 Paseo Del Lago, Carlsbad,
SIXTH: The Board of Directors of the corporation is expressly
authorized to make, alter or repeal the Bylaws of the corporation, but the
stockholders may make additional Bylaws and may alter or repeal any bylaw
whether adopted by them or otherwise.
SEVENTH: Elections of directors need not be by written ballot except to
the extent provided in the Bylaws of the corporation.
EIGHTH: A director of the corporation shall not be liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any repeal or
modification of the foregoing paragraph by the stockholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation in respect of any act or omission occurring prior to the time of
such repeal or modification.
NINTH: The corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed by law,
and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article NINTH.
IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that
the foregoing Certificate of Incorporation is his act and deed and that the
facts stated therein are true, this 15th day of December, 2000.
James M. Phillips, Jr.
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
ARROWHEAD RESEARCH CORPORATION
Arrowhead Research Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:
FIRST: The Board of Directors of the Corporation has duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of this Corporation, as amended, and declaring said amendment to be advisable;
SECOND: The stockholders of the Corporation have duly approved said amendment by the required vote of such stockholders, such approval being in accordance with the terms of the Certificate of Incorporation, as amended, and Sections 211 and 242 of the General Corporation Law of the State of Delaware;
THIRD: The Certificate of Incorporation, as amended, is hereby amended by deleting in its entirety the last paragraph of Article Fourth and replacing it with the following paragraph:
“Stock Split. As of 12:01 A.M. (Eastern Time) on November 17, 2011 (the “Effective Time”), each issued and outstanding share of the Corporation’s Common Stock shall automatically, and without any action on the part of the Corporation or the holder thereof, be reclassified as and reduced to 1/10 of a share of Common Stock (such reduction of shares designated as the “Reverse Stock Split”). The par value of the Corporation’s Common Stock following the Reverse Stock Split shall remain $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split and the Corporation shall instead pay in cash the fair value of fractional shares, determined as of the Effective Time, that otherwise would have been issued.”
FOURTH: This Certificate of Amendment, and the reverse stock split contemplated hereby, shall become effective at 12:01 A.M. (Eastern Time) on November 17, 2011.
IN WITNESS WHEREOF, Arrowhead Research Corporation has caused this Certificate of Amendment to be signed by its Chief Financial Officer, Kenneth Myszkowski, on this 15th day of November, 2011.
ARROWHEAD RESEARCH CORPORATION
Chief Financial Officer
[As Filed: 11-17-2011]