CERTIFICATE OF INCORPORATION

. This Certificate of Incorporation of [NAME] (the “Agreement”) is made and effective [DATE],

BY: [INCORPORATOR NAME] (the "Incorporator"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


1. NAME OF CORPORATION

The name of the corporation is [NAME OF CORPORATION].


2. ADDRESS OF CORPORATION

The address of the registered office of the corporation in the State of [STATE/PROVINCE]. The name of its registered agent at that address is [NAME].


3. PURPOSE OF CORPORATION

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 the State of Delaware.


4. TOTAL NUMBER AND VALUE OF SHARES

The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares, all of which shall be Common Stock, [AMOUNT] par value per share.


5. BOARD OF DIRECTORS

The Board of Directors of the corporation shall have the power to adopt, amend or repeal By-Laws of the corporation, but the stockholders may make additional By-Laws and may alter or repeal any By-Law whether adopted by them or otherwise.


6. ELECTION OF DIRECTORS

Election of directors need not be by written ballot except and to the extent the By-Laws of the corporation shall so provide.

7. LIABILITIES

To the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the Delaware General Corporation Law is hereafter amended to authorized the further elimination or limitation of the liability of a director, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


INCORPORATOR 　　　　　　　　COMPANY

　　　　　　　　　　
Authorized Signature Authorized Signature
　　　　　　　　　　
Print Name and Title Print Name and Title


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CERTIFICATE OF INCORPORATION