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									EXPLANATION AND GUIDE Form: Purpose of Form: Certificate of Incorporation This is the initial formation document for a Delaware corporation. Special provisions relating to preemptive rights, qualifications of shareholders, etc. can be added. You must check the availability of a proposed corporate name with the Delaware Secretary of State A registered agent in Delaware must be designated, and these are various commercial services that will do so for a fee. See, e.g., CSC, at their Web site www.incspot.com. If the company desires to have two classes of stock. The Article IV alternative in the footnote can be used. If not, this footnote should be deleted in its entirety before filing the Certificate. The form must be filed with the Delaware Secretary of State. Registered agents can make the filing on behalf of the company or filings can be made directly. Here are two addresses and numbers provided by the Secretary of State of Delaware: Townsend Building P.O. Box 898 Dover, DE 19903 (302) 739-4111 Fax (302) 739-3811 Carmel State Office Building 820 North French Street Wilmington, DE 19801 (302) 577-3095 Fax (302) 577-2694

Name: Agent for Service of Process:

Two Classes of Stock:


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ARTICLE I The name of the corporation is [Name of Corporation]. ARTICLE II The address of the registered office of the corporation in the State of Delaware is _____________________________________. The name of its registered agent at that address is ____________________________. ARTICLE III 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. ARTICLE IV The total number of shares of stock which the corporation has authority to issue is ________ shares, all of which shall be Common Stock, $0.001 par value per share. ARTICLE V The Board of Directors of the corporation shall have the power to adopt, amend or repeal Bylaws of the corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted by them or otherwise. ARTICLE VI Election of directors need not be by written ballot except and to the extent the Bylaws of the corporation shall so provide. ARTICLE VII 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 corp
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