iRobot 2014 Annual Report Download - page 69

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B-1
ANNEX B
PROPOSED AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION
The following are proposed changes to our Certificate of Incorporation as described in Proposal 4. The text indicated by underline
will be added, and the text indicated by strike-through will be deleted.
*************************
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IROBOT CORPORATION
iRobot Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby
certifies as follows:
1. The name of the Corporation is iRobot Corporation. The date of the filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was December 20, 2000 (the “Original Certificate”). The name under which the
Corporation filed the Original Certificate was iRobot Corporation.
2. This Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the
provisions of the Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware
on October 26November 15, 2005 (the “Amended and Restated Certificate”), and was duly adopted in accordance with the provisions
of Sections 242 and 245 of the Delaware General Corporation Law (the “DGCL”).
3. The text of the Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein
set forth in full.
ARTICLE I
The name of the Corporation is iRobot Corporation.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is
Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the
DGCL.
ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Five Million
(105,000,000) shares, of which (i) One Hundred Million (100,000,000) shares shall be a class designated as common stock, par value
$0.01 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as undesignated preferred
stock, par value $0.01 per share (the “Undesignated Preferred Stock”).
The number of authorized shares of the class of Common Stock and Undesignated Preferred Stock may from time to time be
increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote, without a vote of the holders of the Undesignated Preferred Stock (except as
otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock).
Proxy Statement