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- S-1 IPO registration
- 5.1 EX-5.1
- 3 Certificate of Incorporation
- 3 Certificate of Incorporation
- 3 by Laws
- 10.1 EX-10.1
- 10 EX-10.
- 10.2 Independent Director Agreement
- 10.4 EX-10.4
- 10.5 EX-10.5
- 10 EX-10.
- 10.15 EX-10.15
- 10.7 EX-10.7
- 10.8 EX-10.8
- 10.9 EX-10.9
- 10.10 EX-10.10
- 23 EX-23
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CERTIFY ATTACHED IS -A TRUE AND CORRECT
SUSSEX COUNTY .RECORDER OF DEEDS.
6972391 8100Authentication: 203052183
20185630443 Date:
corporation under the Delaware General Corporation Caw, do herein statc:
The address of registeted office Of the C0QOmtion in the State of Delaxwre is; 16192 Highways Lewes, Delay,qte 9958 and name ofthe regisgrd agent to the Company in the State at such address is Harvard Business Inco County of Sussex.
The purpose of the Corporatim is to engage in any lawtlll or activity for which e corporation may be organized under the Generat Corporation Law o?De laware.
The aggregate number of shares of stock which the Company shall have the authority to issue is thi*e hundred million (300.000n) share% consisting of two hundred ninety million shares of common stock* $0.0001 par (the "Comn10n Stock"), ten million shares of preferred stock, SO,OOOt pat value {the "Preferred Stock'f), The Board Of Directors is authorized to
from qhe authorized
shares of Preferred Stock, one or more Glasses or series of shares. to designate each such class
and series. and fix the rights and preferences of each such clas of Preferred Stock; which ctoss or series shall -have such voting powers (full or limited or no voting powers), such preferences.
relativei participating, optional or other special rights. and such qualifications. limitations Ot
restrictions as shall be stated and expressed in the resolution or resolutions cxoviding for the
issue of such clas or series Of Preferred Stock as may be adopted ftom time to time by the
Board of Directocs prior to the issuance of any shares thereot Excep( as provided in the
resolution or resolutions of the Board of Ditvctors creating any series o' Preferred Stock the shares of Commoti Stock shall have the exclusive right to vote •for the election and removal of directors end other purposes. each holder ofCommon Stock shall be •entitled to one vote
for each shaæ .heid
FIFTH
shall be (i) fixed at not less than one and not greater than nine, (ii) initially fixed 4t three end (iii) thereafter be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a majority Of the total
of autboriz«f diitctors (whether not 'there exist any vacancies in prevbusly authorized ditvctorships at the time any such resolution is presented the Board of Directors Cot adoption).
C. Subject to Ihe rights of the holders of any series of Preferred Stock then newfy created directorships 'tsulting from any increase in the authorizd number Of any vacancies on the Board of Directors from death, resignation. retirement, di"uafification or other cause (other •than from office by a vote Ofthe shareholders) -may be only by a majority vote of (he directors then in office les than quorum. so chosen shall hold office until the next meeting of No decrease in the numt*r of directors tyc Board of Ditectors shall shonen the term of any director,
D. Subject to thc rights of the holders of any of Preferred
generally in the election of voiing together as a single class. 'Vacancies on the Board of
Directors resulting fiom $uch may be filluj by ( '1) the
at a meeting Of Ihe shareholders, by the vote Of the holders ofa nujority Of the shares entitled to vote at such meetings
(2) by a majority of directors then in office, t}wugh than a quorum. Directors so chosen shall
hold Office until the annual meeting Of shareholders.
Dftectors shall require •aproval ofa nujority of total number ofauthorird
amendtnent or repeal is io the Board of Directors. though less than a quorum),
EIGHTH
pace '7
or its
foe monetary damages fcc breach of fiduciaty duty 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 cr which involve intentional migonduct or a knowing violation Of law,
(iii) under Seelior: 174 Of the Delaware General Corporation Law. or (W) for ony transaction from which the director an itTtPf*0rxr t*rsonal bencfit.
If the Corpraiion Law is færeafter to authorize the futther
Stall be eliminated or limited to the fullest Füitted by the De!awate General Cot}nration Law, as so amended.
of the •Corporation not adversly affect any right or polection of a diæctor of
that.
notwithstanding any other ofthis Cetificate Of Incorporation or any provision orlaw Which
might permit a vote or no vote. but in addition to any vote holders orany class or series Of the Stock of this Corpotütion required by law or by this Certificate Of Incorporation. the affirmative vote of the holders of at least 66-213% of the voting power of all Of the then. outstanding sharu of tlE capital of the Corporation entitled to vote generally in the election of
directors voting single clas shall reqviggd to amend or this Atlicle 'NINTH,
Article SIXTH, SEVENTH or Article
