STATE of DELAWARE
AMENDED AND RESTATED
CERTIFICATE of INCORPORATION
______________________________________________, Originally incorporated _____________ under the General Corporation Law of the State of Delaware, has duly adopted resolutions intended to amend and restate the certificate of incorporation pursuant to Section 242 and Section 245 of the General Corporation Law of the State of Delaware
STATE
of DELAWARE
CERTIFICATE
of INCORPORATION
of
_______________________________________________
A CLOSE CORPORATION
FIRST: The name of this Corporation is
________________________________________.
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 amount of stock authorized
is _________ shares at ________ par
value.
FIFTH: All
of the corporation’s issued stock, exclusive of treasury shares, shall be held
of record by not more than thirty (30) persons.
SIXTH: All
of the issued stock of all classes shall be subject to one or more of the
restrictions on transfer permitted by Section 202 of the General Corporation
Law.
SEVENTH: The Corporation shall make no offering of any of
its stock of any class which would constitute a “public offering” within the
meaning of the United States Securities Act of 1933, as it may be amended from
time to time.
I, The
Undersigned, for the purpose of
amending and restating 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___.
Signed: _______________________________
Name: _______________________________
Title: _______________________________