STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
(WITH DIRECTORS LIABILITY)
1. The name of the corporation shall be
2. Its registered office in the State of Delaware is located at
In the city of
, County of
,
Zip Code
and its Registered Agent at such address is
3. The purpose or purposes of the corporation shall be:
4. The total number of shares and par value of stock which the corporation shall be
authorized to issue is:
5. The powers, preferences and rights and the qualifications, limitations or restrictions
thereof shall be determined by the board of directors.
6. The name and address of the incorporator is as follows:
7. The Board of Directors shall have the power to adopt, amend or repeal by by-laws.
8. No director shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for
breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
No
amendment to or repeal of this Article Eighth shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named,
has executed signed and acknowledged this certificate of incorporation this
day of
,
.
BY:
(Incorporator)
NAME: