CORPORATE APPROVAL SHEET

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000362013533593

PA. Religious.

Merging /Gonyefting
iX.a;ha]JEikl!e_
ID H D19702612 PCK « 1000362013533593
PAGES: 0007
SONOSA MEDICAL, INC.

Surviving/Rcsuhing
02/24/2022 AT 01:45 P MO H 0005105941

New Name

FEES REMITTED

Base Fee:
Org. & Cap. Fee:
lOO Change of Name
>CChange of Principal Office
Expedite Fee: _C/Ch,
Change of Resident Agent
Penalty: ange of Resident Agent Address
State Recordation Tax: _ Resignation of Resident Agent
State Transfer Tax: Designation of Resident Agent
Certified Copies and Resident Agent’s Address
Copy Fee: _ Change of Business Code
Certificates
Certificate of Status, Fee: Adoption of Assumed Name
Personal PropertyFilings::
NP Fund;
Other; Other Change(s)

TOTAL FEES:.

Check V- Code
Credit Card_______ Cash
____ j_ Documents on Attention;,
Checks
Mail: Names and Address
Approved By:. GORDON FEINBLATT, LLC
1001 FLEET STREET
Keyed By:__ SUITE 700
BALTIMORE MD 21202
COMMENT'S);

Stamp Work Order and Customer Number HERE

CUST 10:0003889366
MORK ORDER:0005105941
DATE:02-24-2022 01:45 PM
AMT. PAID:$525.00
 SONOSA MEDICAL/INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

SONOSA MEDICAL INC., (the “Corporation”), a Maryland corporation formed by filing

Articles of Incorporation with the State Department of Assessments and Taxation of Maryland on

May 29,2019, having its principal office in Baltimore City, Maryland, hereby certifies to the State

Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation desires to completely amend and restate its Charter by striking

all paragraphs of the Articles of Incorporation and amendments thereto, and inserting in lieu

thereof the following:

FIRST: The name of the corporation (which is hereinafter called the

“Corporation”) is

Sonosa Medical, Inc.

SECOND: The purposes for which the Corporation is formed are as follows:

(a) To develop a medical device for the management of Obstructive

Sleep Apnea.

(b) To engage in and perform any activities or functions which may

lawfully be performed by a corporation organized under the Maryland General Corporation Law.

The foregoing enumerated purposes shall be in no way limited or

restricted by reference to, or inference from, the terms of any other clause of this or any other
Article of the Charter of the Corporation, and they are intended to be and shall be construed as
powers as well as purposes of the Corporation and shall be in addition to and not in limitation of
the general powers of corporations under the Maryland General Corporation Law.

THIRD: The address of the principal office of the Corporation in this State is
300 West Pratt Street, Suite 260, Baltimore, MD 21201.

FOURTH: The name and address of the resident agent of the Corporation in this
State are Michele B. Walsh, 1001 Fleet Street, Suite 700, Baltimore, Maryland 21202. Such
resident agent is a citizen of the State of Maryland, who resides therein.
 FIFTH: Tlie total number of shares of stock of all classes which the
Corporation has authority to issue is One Million (1,000,000) shares of common stock of a par
value of One Cent ($0.01) per share, for an aggregate par value ofTen Thousand Dollars ($10,000).

SIXTH: The Board of Directors shall manage the business and affairs of the
Corporation and may exercise all of the powers of the Corporation except those conferred on, or
reserved to, the stockholders by this Charter or by applicable law. The current number of Directors
of the Corporation shall be three (3). Thereafter, the number of directors of the Corporation shall
be as set forth in the Bylaws of the Corporation or as established by the Board of Directors from
time to time in accordance with the Bylaws of the Corporation. The names of the Directors who
are currently in office who shall act until their successors are duly elected and qualify are: Amy
Hizoune, Gilmer Blankenship and Stephen Restaino.

SEVENTH: The following provisions are hereby adopted for the purposes of
describing the rights and powers of the Corporation and of the directors and stockholders:

(a) The Board of Directors of the Corporation is hereby empowered to

authorize the issuance from time to time of shares of stock of any class, whether now or hereafter
authorized, and securities convertible into shares of its stock of any class, whether now or hereafter
authorized, for such consideration as said Board of Directors may deem advisable, subject to such
limitations and restrictions, if any, as may be set forth in the Bylaws of the Corporation.

(b) The Board of Directors of the Corporation may classify or reclassify

any unissued shares of capital stock by fixing or altering in any one or more respects, from time to
time before issuance of such shares, the preferences, rights, voting powers, restrictions and
qualifications of, the dividends on, the times and prices of redemption of, and the conversion rights
of, such shares of capital stock.

(c) The Corporation reserves the right to amend its Charter so that such
amendment may alter the contract rights, as expressly set forth in the Charter, of any outstanding
stock, and any objecting stockholder whose rights may or shall be thereby substantially adversely
affected shall not be entitled to demand and to receive payment of the fair value of such
stockholder’s stock.

(d) No holder of any stock or any other securities of the Corporation,

whether now or hereafter authorized, shall have any preemptive right to subscribe for or purchase
any stock or any other securities of the Corporation other than such, if any, as the Board of
Directors, in its sole discretion, may determine and at such price or prices and upon such other
terms as the Board of Directors, in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription may, as the Board of
Directors in its sole discretion shall determine, be offered to the holders of any class, series or type
of stock or other securities at the time outstanding to the exclusion of the holders of any or all other
classes, series or types of stock or other securities at the time outstanding.

(e) No holder of any stock or any other securities of the Corporation,

whether now or hereafter authorized, shall be entitled to exercise the rights of an objecting

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stockholder under Section 3-201 et seq. of the Maryland General Corporation Law other than such,
if any, as the Board of Directors, in its sole discretion, may determine.

(f) The Board of Directors of the Corporation, with the approval of a

majority of the entire Board, and without action by the stockholders, may amend the Charter of
the Corporation to increase or decrease the aggregate number of shares of stock of the Corporation
or the number of shares of stock of any class that the Corporation has authority to issue.

(g) The holders of Common Stock entitled to vote generally in the

election of directors may take action or consent to any action by delivering a consent in writing or
by electronic transmission of the stockholders entitled to cast not less than the minimum number
of votes that would be necessary to authorize or take the action at a stockholders meeting at which
all stockholders entitled to vote on the action were present and voted. Notice of the taking of a
corporate action without a meeting by less than unanimous written consent of the holders of
Common Stock shall be given not later than ten (10) days after the effective date of the action to
each holder of Common Stock who has not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number of stockholders to
take the action were delivered to the Corporation. A written consent authorized by this Article
SEVENTH fgj shall not take effect unless written consents signed by a sufficient number of
stockholders to take action are delivered to the Corporation's principal office in the State of
Maryland within sixty (60) days after the date on which the earliest written consent is dated. Any
stockholder may deliver the consent authorized by this Article in paper form, by hand, by certified
or registered mail, return receipt requested, or by electronic transmission.

(h) In considering a potential acquisition of control of the Corporation,

the Board of Directors of the Corporation may consider the effect of such potential acquisition of
control on: (i) the stockholders, employees, suppliers, customers, and creditors of the Corporation;
and (ii) the communities in which offices or other establishments of the Corporation are located.

The enumeration and definition of a particular power of the Board of Directors

included in the foregoing is for descriptive purposes only and shall in no way limit or restrict the
terms of any other clause of this or any other Article of these Articles of Incorporation, or in any
manner exclude or limit any powers conferred upon the Board of Directors under the Maryland
General Corporation Law now or hereafter in force.

EIGHTH: (a) To the fullest extent permitted by law now or hereafter in force, as
amended or interpreted, no director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages except to the extent that (i) it is proved that
such director or officer actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services actually received;
(ii) a Judgment or other final adjudication adverse to such director or officer is entered in a
proceeding based on a finding in the proceeding that such director's or officer's action, or failure
to act, was the result of active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding; or (iii) with respect to any criminal proceeding, the director or
officer had reasonable cause to believe his or her conduct was unlawful. If the General Corporation
Law or any other law of the State of Maryland is amended after approval by the stockholders of

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this Article EIGHTH to authorize corporate action further eliminating or limiting the personal
liability of directors or officers, then the liability of a director or officer of the Corporation shall
be eliminated or limited to the fullest extent permitted by the Maryland General Corporation Law
as so amended.

(b) As used in this Article EIGHTH, any word or words that are defined
in Section 2 418 of the Corporations and Associations Article of the Annotated Code of Maryland,
as amended from time to time (the “Indemnification Provision of the Code”), shall have the same
meanings as those words have in the Indemnification Provision of the Code. The Corporation
shall indemnify and advance expenses to a director or officer of the Corporation in connection
with a proceeding to the fullest extent permitted by and in accordance with the Indemnification
Provision of the Code. With respect to an employee or agent, other than a director or officer of
the Corporation, the Corporation may, as determined by and in the discretion of the Board of
Directors of the Corporation, indemnify and advance expenses to such employees or agents in
coimection with a proceeding to the extent permitted by and in accordance with the
Indemnification Provision of the Code.

(c) Neither any amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of this Corporation's Articles of Incorporation inconsistent with this
Article EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH, in respect of any
matter occurring, or any action or proceeding accruing or arising or that, but for this Article
EIGHTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision

SECOND: The provisions set forth in these Articles of Amendment and Restatement are

all the provisions of the Charter of the Corporation in effect upon acceptance of these Articles for

record by the State Department of Assessments and Taxation of Maryland, and upon such

acceptance these Articles shall constitute the entire Charter of the Corporation and supersede all

prior Charter papers.

THIRD: The foregoing complete Amendment and Restatement of the Charter of the

Corporation includes amendments to the Charter duly advised by the Board of Directors and

approved by the Stockholders of the Corporation in the manner required for a Charter amendment

under the Charter and Bylaws of the Corporation and the laws of the State of Maryland.

FOURTH: The Board of Directors and Stockholders of the Corporation, by unanimous

joint consent dated as of November 24* 2021, adopted a resolution in which was set forth the

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foregoing Amendment and Restatement of the Charter, declaring that such Amendment and

Restatement was advisable and approved.

FIFTH: (a) Prior to this Amendment and Restatement, the total number of shares of all

classes of stock which the Corporation was authorized to issue was One Hundred Thousand

(100,000) shares of common stock, with a par value of One Dollar ($1.00) per share, for an

aggregate par value of the shares of all classes of stock of One Hundred Thousand Dollars

($100,000.00).

(b) As amended, the total number of shares of all classes of stock which the

Corporation is authorized to issue is One Million (1,000,000), with a par value of One Cent ($0.01)

per share, for an aggregate par value of Ten Thousand Dollars ($10,000.00).

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and

Restatement to be signed and acknowledged in its name and on its behalf by its President and

witnessed and attested by its Secretary on this 24* day of November 2021, and they

acknowledged the same to be the act of the Corporation, and that to the best of their

knowledge, information and belief, all matters and facts stated herein are true in all material

respects and that this statement is made under the penalties of perjury.

Attest: SONOSA MEDICAL INC.

Amy PlHizounc {Feb 9,2022 11:53 EST) By;Stephen M Restaino {Feb 9.202213:00 EST)
Amy Hizoune, Secretary Stephen Restaino, President

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 The undersigned individual hereby consents to being designated as the resident agent for
Sonosa Medical Inc.

A/Lccke^'B W/iUfu
Michele B Walsh (Feb 9,202212:13 EST)

Michele B. Walsh

CUST 10:0003889366
WORK ORDER:0005105941
DATE:02-24-2022 01:45 PM
AMT. PAID:$525.00

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