DELAWARE
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THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "REDOX TECHNOLOGY CORPORATION", CHANGING ITS NAME FROM "REDOX
TECHNOLOGY CORPORATION" TO "MIDNIGHT HOLDINGS GROUP, INC.", FILED IN THIS OFFICE
ON THE TWENTY-SECOND DAY OF FEBRUARY, A.D. 2006, AT 8:06 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL OMITTED] /s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
2158670 8100 AUTHENTICATION: 4547927
060169978 DATE: 02-24-06
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 09:22 PM 02/22/2006
FILED 08:06 PM 02/22/2006
SRV 060169978 - 2158670 FILE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
REDOX TECHNOLOGY CORPORATION
REDOX TECHNOLOGY CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify that:
1. The name of the Corporation is Redox Technology Corporation.
2. The Corporation was originally incorporated and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State for the State of Delaware on April 25, 1988 under the name DCUSA
Corporation. A Certificate of Renewal was filed with the Secretary of State for
the State of Delaware on August 3, 1992. A Certificate of Amendment changing the
name of the Corporation to Redox Technology Corporation was filed with the
Secretary of State for the State of Delaware on June 7, 1993. A Certificate of
Change of the Registered Agent was filed with the Secretary of State for the
State of Delaware August 31, 1993. A Certificate of Amendment was filed with the
Secretary of State for the State of Delaware on July 5, 1994. A Certificate of
Renewal was filed with the Secretary of State for the State of Delaware on July
29, 1996. A Certificate of Amendment was filed with the Secretary of State for
the State of Delaware on September 12, 1996. A Certificate of Amendment was
filed with the Secretary of State for the State of Delaware on March 5, 2001. A
Certificate of Renewal was filed with the Secretary of State for the State of
Delaware on April 21, 2004. A Certificate of Amendment was filed with the
Secretary of State for the State of Delaware on September 10, 2004. A
Certificate of Resignation of Registered Agent without appointment was filed
with the Secretary of State for the State of Delaware on December 13, 2005. A
Certificate of Change of Registered Agent was filed with the Secretary of State
for the State of Delaware on December 16, 2005.
3. This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation (the "BOARD") and the
Corporation's stockholders in accordance with the provisions of Section 242 and
245 of the DGCL. This Amended and Restated Certificate of Incorporation amends
and restates in its entirety the Corporation's Certificate of Incorporation, as
amended or supplemented prior to the date hereof.
4. The Corporation's Certificate of Incorporation is hereby amended
and restated in its entirety to read as follows:
FIRST: The name of the Corporation is Midnight Holdings Group, Inc.
SECOND: The address of the registered office of the Corporation is located
at 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name
of its registered agent at that address is The Corporation Trust Company.
THIRD: The purposes for which the Corporation is formed are to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The authorized and designated capital stock of the Corporation
shall be as follows:
A. The Corporation is authorized to issue two classes of stock to be
designated, respectively, "COMMON STOCK" and "PREFERRED STOCK", the latter of
which may be issued in any number of series.
B. The total number of shares of capital stock that the Corporation is
authorized to issue is 1,010,000,000 shares, (i) 1,000,000,000 shares of which
shall be Common Stock (the "COMMON STOCK"), with a par value of $0.00005 per
share and (ii) 10,000,000 shares of which shall be Preferred Stock (the
"Preferred Stock"), with a par value of $0.001 per share, which Preferred Stock
the Board of Directors of the Corporation is hereby expressly authorized to
issue from time to time in one or more series, each series having such voting
powers, dividends, designations, preferences and other rights, qualifications,
limitations and restrictions as designated by the Board of Directors from time
to time.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute and except as otherwise provided herein, the Board is expressly
authorized to make, alter, amend or repeal the bylaws of the Corporation.
SEVENTH: The number of directors which constitute the whole Board shall be
as specified in the bylaws of the Corporation.
EIGHTH: Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware as such place or places as
may be designated from time to time by the Board or in the bylaws of the
Corporation.
NINTH:
A. The Corporation shall indemnify each of the Corporation's directors and
officers in each and every situation where, under Section 145 of the DGCL, as
amended from time to time ("SECTION 145"), the Corporation is permitted or
empowered to make such indemnification, and to the fullest extent permittcd by
law. The Corporation may, in the sole discretion of the Board, indemnify any
other person who may be indemnified pursuant to Section 145 to the extent the
Board deems advisable, as permitted by Section 145.
B. No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts of omissions not in good faith
2
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL is subsequently
amended to further eliminate or limit the liability of a director, then a
director of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by the DGCL as so amended. For
purposes of this Article, "fiduciary duty as a director" shall include any
fiduciary duty arising out of serving at the Corporation's request as a director
of another corporation, partnership, joint venture, trust or other enterprise,
and "personal liability to the Corporation or its stockholders" shall include
any liability to such other corporation, partnership, joint venture, trust or
other enterprise, and any liability to the Corporation in its capacity as a
security holder, joint venturer, partner, beneficiary, creditor or investor of
or in any such other corporation, partnership, joint venture, trust or other
enterprise. Neither any amendment nor repeal of this Article NINTH (B), nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article NINTH (B), shall eliminate or reduce the effect of this Article
NINTH (B) in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article NINTH (B), would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
TENTH: The directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation so provide.
[SIGNATURE PAGE FOLLOWS]