CERTIFICATE OF INCORPORATION
VIKING SYSTEMS, INC.
The name of this corporation is Viking Systems, Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center,
1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
(A) The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common
Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Two
Hundred Twenty-Five Million (225,000,000) shares, each with a par value of $0.001 per share. Two Hundred
Million (200,000,000) shares shall be Common Stock and Twenty-Five Million (25,000,000) shares shall be
(B) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors
is hereby authorized, by filing a certificate pursuant to the applicable law of the State of Delaware and within the
limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the
number of shares constituting any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the numbe