EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
VECTOR INTERSECT SECURITY ACQUISITION CORP.
ARTICLE I
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The name of the corporation is VECTOR INTERSECT SECURITY ACQUISITION CORP.
(hereinafter called the "Corporation").
ARTICLE II
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The address of the Corporation's registered office in the State of Delaware
is 615 S. Dupont Highway, Dover, Delaware 19901, County of Kent and the name of
its registered agent at such address is CorpDirect Agents, Inc.
ARTICLE III
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The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV
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The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
NUMBER OF SHARES PAR VALUE CLASS OF
AUTHORIZED PER SHARE STOCK
---------------- --------- --------
150,000,000 $0.001 Common Stock
1,000,000 $0.001 Preferred Stock
ARTICLE V
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The name of the Incorporator is Lorne Cantor and the address of the
Incorporator is c/o Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami,
Florida 33131.
ARTICLE VI
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The Board of Directors of the Corporation shall consist of at least one
director, with the exact number to be fixed from time to time in the manner
provided in the Corporation's Bylaws, who will serve as the Corporation's
director until successors are duly elected and qualified.
ARTICLE VII
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No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under ss.174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. It is the intent that this provision be
interpreted to provide the maximum protection against liability afforded to
directors under the Delaware General Corporation Law in existence either now or
hereafter.
ARTICLE VIII
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This Corporation shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent permitted by law in existence
either now or hereafter.
ARTICLE IX
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The directors of the Corporation shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 19th
day of July, 2005.
/s/ Lorne S. Cantor
--------------------------
Lorne Cantor, Incorporator
