CERTIFICATE OF DESIGNATION
SERIES D PREFERRED STOCK
AMERICAN TECHNOLOGY CORPORATION,
a Delaware Corporation
PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
American Technology Corporation, a Delaware corporation (the "Corporation" or the "Company"), does hereby
I. The name of the corporation is American Technology Corporation.
II. The Corporation certifies that pursuant to the authority contained in its Certificate of Incorporation (the
"Certificate of Incorporation") and in accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolution, which
resolution remains in full force and effect on the date hereof:
Resolved, that there is hereby established a series of authorized preferred stock having a par value of $.00001
per share, which series shall be designated as "Series D Preferred Stock," shall consist of 250,000 shares and
shall have the following voting powers, preferences and relative, participating, optional and other special rights,
and qualifications, limitations and restrictions thereof as follows:
1. Designation and Amount. The designation of the series of Preferred Stock shall be "Series D Preferred Stock,"
par value $.00001 per share (the "Series D Preferred Stock"). The number of authorized shares of Series D
Preferred Stock shall be 250,000. The Series D Preferred Stock shall have an initial issue price of Ten Dollars
($10.00) per share (the "Original Issue Price"). The date on which any shares of Series D Preferred Stock are
first issued is referred to herein as the "Original Issue Date."
2. Dividends. The holders of record of shares of Series D Preferred Stock shall be entitled to receive, on an as-
if-converted to Common Stock basis, when, as and if a cash dividend on the Corporation's common stock, par
value $.00001 per share (the "Common Stock"), is declared by the Board of Direct