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Certificate of Incorporation to be in effect
upon the effectiveness of this Form 10-SB
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
AMERICAN DG ENERGY INC.
(Originally incorporated on July 24, 2001)
American DG Energy Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"),
hereby certifies as follows:
1. Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated
Certificate of Incorporation restates, integrates and further amends the provisions of the Corporation's Certificate of
Incorporation, as amended to the date of this filing. The original Certificate of Incorporation was filed with the Secretary of State
of Delaware on July 24, 2001. This Amended and Restated Certificate of Incorporation has been duly adopted and approved by
the unanimous written consent of the directors and stockholders of the Corporation.
2. The text of the Certificate of Incorporation, as amended to the date of this filing, is hereby restated and amended to
read in its entirety as follows:
First: The name of the Corporation is American DG Energy Inc.
Second: The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of this Corporation in the State of
Delaware at such address is The Corporation Trust Company.
Third: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Fourth: The total number of shares of all classes of stock that the Corporation shall have authority to issue is
60,000,000 shares, consisting of (i) 50,000,000 shares o