Rekor Systems, Inc. (the
“Corporation”),
a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the
“DGCL”), does hereby certify
that:
(1)
The
Amended and Restated Certificate of Incorporation of the
Corporation, as amended, is hereby amended by deleting the second
sentence of Article IV, Section 4.1 thereof in its entirety and
inserting the following in lieu thereof:
“The
total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is One Hundred-Two
Million (102,000,000) shares, of which One Hundred Million
(100,000,000) shares shall be designated as Common Stock with
a par value of $0.0001 per share, and Two Million
(2,000,000) shares shall be designated as Preferred Stock with
a par value of $0.0001 per share.
(2)
The
foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS
WHEREOF, the Corporation has
caused this Second Certificate of Amendment of the Amended and
Restated Certificate of Incorporation, as amended, to be executed
and acknowledged by its duly appointed officer as of this
18th
day of March 2020.
