STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
FIRST: The name of
this Corporation is _________________________________________.
(hereinafter the "Corporation")
SECOND: Its Registered
Office in the State of Delaware is to be located at 113 Barksdale Professional
Center in the City of Newark, County of New Castle. The zip code is 19711.
The name of the Registered Agent therein and in charge thereof upon whom
process against this Corporation may be served, is Delaware Intercorp, Inc.
THIRD: The nature of
the business and the objects and purposes proposed to be transacted, promoted
and carried on, are 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 stock that the corporation shall have authority to issue is ________________ shares of Common Stock at ________________ par value.
FIFTH: The name and mailing address of the
incorporator are as follows:
Name; ________________________________________
Mailing Address; ________________________________________
SIXTH: The directors
of the corporation are not liable to either the corporation or its stockholders
for monetary damages for a breach of fiduciary duties unless the breach
involves: a) a director’s duty of loyalty to the corporation or its
stockholders; b) intentional misconduct or violation of law; c) a transaction
from which the director derived an improper personal benefit; or d) liability
for unlawful payments of dividends or unlawful stock purchases or redemption by
the corporation.
I, The Undersigned,
for the purpose of forming a corporation under the laws of the State of
Delaware, do make, file and record this Certificate, and do certify that the
facts herein stated are true, and I have accordingly hereunto set my hand this
___ day of _________, AD 20___.
_______________________________
Incorporator: Name
and Title