RESTATED CERTIFICATE OF INCORPORATION
OF
ORTHOLOGIC CORP.
     The undersigned, James M. Pusey, being the President of OrthoLogic Corp., a corporationorganized and existing under and by virtue of the General Corporation Law of the State of Delaware(the “Corporation”), hereby certifies as follows:
     FIRST: The present name of the Corporation is OrthoLogic Corp.; and, the name under which theCorporation was originally incorporated was IatroMed Inc., and the date of filing the originalcertificate of incorporation of the Corporation with the Secretary of State of the State ofDelaware is July 30, 1987.
     SECOND: The certificate of incorporation of the Corporation is hereby amended by striking outthe first paragraph of Article 5 thereof and by substituting in lieu thereof the first paragraph ofnew Article 5 which is set forth in the Restated Certificate of Incorporation hereinafter providedfor.
     THIRD: The provisions of the certificate of incorporation of the Corporation as heretoforeamended and/or supplemented, and as herein amended, are hereby restated and integrated into thesingle instrument which is hereinafter set forth, and which is entitled Restated Certificate ofIncorporation of OrthoLogic Corp. without any further amendment other than the amendment hereincertified.
     FOURTH: The amendment and the restatement of the restated certificate of incorporation hereincertified have been duly adopted by the stockholders in accordance with the provisions of Section242 and of Section 245 of the General Corporation Law of the State of Delaware.
     FIFTH: The certificate of incorporation of the Corporation, as amended and restated herein,shall at the effective time of this Restated Certificate of Incorporation, read as follows:
“RESTATED CERTIFICATE OF INCORPORATION
OF
ORTHOLOGIC CORP.
     1. Name. The name of the corporation is OrthoLogic Corp.
     2. Registered Agent. The name and address of the initial registered office andregistered agent of the Corporation is The Corporation Trust Company, Corporation Trust Center,1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
 

 

     3. Purpose. The purpose for which this Corporation is organized is the transaction ofany or all lawful activity for which corporations may be organized under the General CorporationLaw of Delaware, as it may be amended from time to time.
     4. Election of Directors. Elections of directors at an annual or special meeting ofstockholders shall be by written ballot unless the Bylaws of the Corporation shall otherwiseprovide. Advance notice of stockholder nominations for the election of directors shall be given inthe manner provided in the Bylaws of the Corporation.
     5. Authorized Capital. The total number of shares of stock which the Corporationshall have authority to issue is 102,000,000 shares, consisting of 100,000,000 shares of commonstock having a par value of $.0005 per share (the “Common Stock”) and 2,000,000 shares of preferredstock having a par value of $.0005 per share (the “Preferred Stock”).
     The Board of Directors is authorized, subject to limitations prescribed by law and theprovisions of Article 5, to provide for the issuance of the shares of Preferred Stock in series,and by filing a certificate pursuant to the applicable law of the State of Delaware, to establishfrom time to time the number of shares to be included in each such series, and to fix thedesignation, powers, preferences and rights of the shares of each such series and thequalifications, limitations or restrictions thereof.
     The authority of the Board with respect to each series shall include, but not be limited to,determination of the following:
          (a) The number of shares constituting that series and the distinctive designation of thatseries;
          (b) The dividend rate on the shares of that series, whether dividends shall be cumulative,and, if so, from which date or dates, and the relative rights of priority, if any, of payment ofdividends on shares of that series;
          (c) Whether that series shall have voting rights, in addition to the voting rights provided bylaw, and, if so, the terms of such voting rights;
          (d) Whether that series shall have conversion privileges, and, if so, the terms and conditionsof such conversion, including provision for adjustment of the conversion rate in such events as theBoard of Directors shall determine;
          (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms andconditions of such redemption, including the date or dates upon or after which they shall beredeemable, and the amount per share payable in case of redemption, which amount may vary underdifferent conditions and at different redemption dates;
          (f) Whether that series shall have a sinking fund for the redemption or purchase of shares ofthat series, and, if so, the terms and amount of such sinking fund;
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          (g) The rights of the shares of that series in the event of voluntary or involuntaryliquidation, dissolution or winding up of the Corporation, and the relative rights of priority, ifany, of payment of shares of that series; and
          (h) Any other relative rights, preferences and limitations of that series.
     6. Classification and Terms of Directors. The business and affairs of the Corporationshall be managed by or under the direction of the Board of Directors consisting of not less thanthree directors nor more than nine directors, the exact number of directors to be determined fromtime to time by resolution adopted by the Board of Directors. The directors shall be divided intothree classes, designated Class I, Class II and Class III. Each class shall consist, as nearly asmay be possible, of one-third of the total number of directors constituting the entire Board ofDirectors. The terms of the initial Class I directors shall terminate on the date of the firstannual meeting of stockholders held after the effective date of this Article 6; the term of theinitial Class II directors shall terminate on the date of the second annual meeting of stockholdersheld after the effective date of this Article 6; and the term of the initial Class III directorsshall terminate on the date of the third annual meeting of stockholders held after the effectivedate of this Article 6. At each annual meeting of stockholders beginning with the first annualmeeting held after the effective date of this Article 6, successors to the class of directors whoseterm expires at that annual meeting shall be elected for a three-year term. If the number ofdirectors is changed, any increase or decrease shall be apportioned among the classes so as tomaintain the number of directors in each class as nearly equal as possible, and any additionaldirectors of any class elected to fill a vacancy resulting from an increase in such class shallhold office for a term that shall coincide with the remaining terms of that class, but in no casewill a decrease in the number of directors shorten the term of any incumbent director. A directorshall hold office until the annual meeting for the year in which his term expires and until hissuccessor shall be elected and shall qualify, subject, however, to prior death, resignation,retirement, disqualification or removal from office. Any vacancy on the Board of Directors,howsoever resulting (including without limitation newly created directorships), may be filled by amajority of the directors then in office, even if less than a quorum, or by a sole remainingdirector. Any director elected to fill a vacancy shall hold office for a term that shall coincidewith the term of the class to which such director shall have been elected.
     Notwithstanding the foregoing, whenever the holders of any one or more classes or series ofPreferred Stock issued by the Corporation shall have the right, voting separately by class orseries, to elect directors at an annual or special meeting of stockholders, the election, term ofoffice, filling of vacancies and other features of such directorships shall be governed by theterms of this Certificate of Incorporation or the resolution or resolutions adopted by the Board ofDirectors pursuant to Article Five applicable thereto, and such directors so elected shall not bedivided into classes pursuant to this Article Six unless expressly provided by such terms.
     7. Removal of Directors. Subject to the rights, if any, of the holders of shares ofPreferred Stock then outstanding, any or all of the directors of the Corporation may be removedfrom office at any time, but only for cause and only by the affirmative vote of the holders of amajority of the outstanding shares of the Corporation then entitled to vote generally in theelection of directors, considered for purposes of this Article 7 as one class.
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     8. Director Liability. No director shall be personally liable to the Corporation orits stockholders for monetary damages for any breach of fiduciary duty by such director as adirector. Notwithstanding the foregoing sentence, a director shall be liable to the extentprovided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation orits stockholders, (ii) for acts or omissions not in good faith or which involve intentionalmisconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware GeneralCorporation Law or (iv) for any transaction from which the director derived an improper personalbenefit. No amendment to or repeal of this Section 8 shall apply to or have any effect on theliability or alleged liability of any director of the Corporation for or with respect to any actsor omissions of such director occurring prior to such amendment.
     9. Action by Consent of Stockholders. Any action required or permitted to be taken bythe stockholders must be effected at a duly called and noticed annual or special meeting of suchstockholders and may not be effected by any consent in writing by such stockholders.
     10. Compromise of Debts. Whenever a compromise or arrangement is proposed betweenthis Corporation and its creditors or any class of them and/or between this Corporation and itsstockholders or any class of them, any court of equitable jurisdiction within the State of Delawaremay, on the application in a summary way of this Corporation or of any creditor or stockholderthereof or on the application of any receiver or receivers appointed for this Corporation under theprovisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees indissolution or of any receiver or receivers appointed for this Corporation under the provisions ofSection 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class ofcreditors, and/or of the stockholders or class of stockholders of this Corporation, as the case maybe, to be summoned in such manner as the said court direct. If a majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of the stockholders or classof stockholders of this Corporation, as the case may be, agree to any compromise or arrangement andto any reorganization of this Corporation as a consequence of such compromise or arrangement, thesaid compromise or arrangement and the said reorganization shall, if sanctioned by the court towhich the said application has been made, be binding on all the creditors or class of creditors,and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be,and also on this Corporation.
     11. Special Voting Requirements.
          (a) Except as set forth in Section (b) of this Article 11, the affirmative vote of the holdersof two-thirds of the outstanding stock of the Corporation entitled to vote shall be required for:
               (1) any merger or consolidation to which the Corporation, or any of its subsidiaries, and anInterested Person (as hereinafter defined) are parties;
               (2) any sale or other disposition by the Corporation, or any of its subsidiaries, of all orsubstantially all of its assets to an Interested Person;
               (3) any purchase or other acquisition by the Corporation, or any of its subsidiaries, of allor substantially all of the assets or stock of an Interested Person; and
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               (4) any other transaction with an Interested Person which requires the approval of thestockholders of the Corporation under the GCL, as in effect from time to time.
          (b) The provisions of Section (a) of this Article 11 shall not be applicable to anytransaction described therein if such transaction is approved by resolution of the Corporation’sBoard of Directors, provided that a majority of the members of the Board of Directors voting forthe approval of such transaction are Continuing Directors. The term “Continuing Director” shallmean any member of the Board of Directors of the Corporation who is not the Interested Person, andnot an affiliate, associate, representative or nominee of the Interested Person or of such anaffiliate or associate that is involved in the relevant transaction, and (A) was a member of theBoard of Directors prior to the date that the person, firm or corporation, or any group thereof,with whom such transaction is proposed, became an Interested Person or (B) whose initial electionas a director of the Corporation succeeds a Continuing Director or is a newly created directorship,and in either case was recommended by a majority vote of the Continuing Directors then in office.
          (c) As used in this Article 11, the term “Interested Person” shall mean any person, firm orcorporation, or any group thereof, acting or intending to act in concert, including any persondirectly or indirectly controlling or controlled by or under direct or indirect common control withsuch person, firm or corporation or group, which owns of record or beneficially, directly orindirectly, five percent (5%) or more of any class of voting securities of the Corporation.
     12. Special Meetings. Special meetings of the stockholders of the Corporation for anypurpose or purposes may be called at any time only by the President, or the Board of Directorspursuant to a resolution approved by a majority of the whole Board of Directors, or at the requestin writing of shareholders owning at least 35% of the capital stock issued and outstanding andentitled to vote. Special meetings of the stockholders may not be called by any other person orpersons. Business transacted at any special meeting of the stockholders shall be limited to thepurposes stated in the notice of such meeting.
     13. Bylaws. In furtherance and not in limitation of the powers conferred by statute,the Board of Directors is expressly authorized by majority vote of the whole Board of Directors toadopt, repeal, alter, amend or rescind the Bylaws of the Corporation. In addition, the Bylaws ofthe Corporation may be adopted, repealed, altered, amended, or rescinded by the affirmative vote oftwo-thirds of the outstanding stock of the Corporation entitled to vote thereon; provided, if theContinuing Directors, as defined in Article 11 shall by a majority vote of such ContinuingDirectors have adopted a resolution approving the amendment or repeal proposal and have determinedto recommend it for approval by the holders of stock entitled to vote thereon, then the voterequired shall be the affirmative vote of the holders of at least a majority of the outstandingshares entitled to vote thereon.
     14. Certificate. The Corporation reserves the right to amend, alter, change or repealany provision contained in this Certificate of Incorporation in the manner now or hereafterprescribed by statute and the Certificate of Incorporation, and all rights conferred onstockholders herein are granted subject to the reservations in Article 14. Provided, however, theaffirmative vote of the holders of at least two-thirds of the voting power of the outstanding stock
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of the Corporation entitled to vote thereon, shall be required to alter, amend, or adopt anyprovision inconsistent with or repeal Articles 4, 6, 7, 9, 11, 12 and 13 and this Article 14;provided, if the Continuing Directors, as defined in Article 11 shall by a majority vote of suchContinuing Directors have adopted a resolution approving the amendment or repeal proposal and havedetermined to recommend it for approval by the holders of stock entitled to vote thereon, then thevote required shall be the affirmative vote of the holders of at least a majority of theoutstanding shares entitled to vote thereon.”
     EXECUTED this 15th day of April, 2005.                                                       /s/ James M. Pusey   James M. Pusey, President     
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