FIRST. The name of the corporation is Investors Capital Holdings, Ltd.
SECOND. The address of the Corporation's registered office in the State of Delaware is One Commerce Center, 1201 Orange
Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Agents and
THIRD. 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.
FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is Ten Million
(10,000,000) shares of Common Stock, par value one cent ($.01) per share.
FIFTH. The Corporation shall have perpetual existence.
SIXTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is
expressly authorized to make, alter or repeal the By-Laws of the Corporation as and to the extent provided by the By-Laws.
SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them
and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed by the Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation
under the provisions of Section 279 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockh