State of Delaware
PAGE 1
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "DOCUPORT, INC.", FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY
OF MARCH, A.D. 1999, AT 4 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
AUTHENTICATION: 9659538
DATE: 03-30-99
Certificate of Incorporation
of
Docuport, Inc.
Under Section 102 of the General Corporation Law
of the State of Delaware
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The undersigned, a natural person of at least eighteen (18) years of age,
for the purpose of forming a corporation under the General Corporation Law of
the State of Delaware, certifies that:
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is
Docuport, Inc.
SECOND: The purpose or purposes for which the Corporation is formed are as
follows:
To design, develop, market and maintain portable peripheral technology,
and provide technical and consultant services with respect to portable
peripheral technology and other related fields.
To engage in research and development, purchase, sale, import, export,
license, distribution, design, manufacture, assembly, maintenance or rental of
any product, machine, apparatus, appliance, merchandise, and property of every
kind and description, ideas, systems, procedures, and services of any nature,
including, without limiting the generality of the foregoing, all types of
products, which possess an internal intelligence for recognizing and correlating
any type of data or information to be processed, pattern interpretation,
recognition and memory systems and equipment; all types of products which relate
to computers, electronic systems, telecommunications, equipment and components
and electrical, mechanical and electromechanical apparatus and equipment of
every kind and description and electronic, telecommunication and communication
related device and equipment.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 03/24/1999
991115712 - 3020891
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, provided
that it is not formed to engage in any act or activity requiring the consent or
approval of any state official, department, board, agency or other body without
such consent or approval first being obtained.
To enter into any lawful arrangements for sharing profits, union of
interest, reciprocal concession, or cooperations with any corporation,
association, partnership, syndicate, entity, person, or governmental, municipal,
or public authority, domestic or foreign, in the carrying on of any business
which the Corporation is authorized to carry on or any business or transaction
deemed necessary, convenient, or incidental to the carrying out of any of the
purposes of the Corporation.
To apply for, register, obtain, purchase, lease, take licenses in respect
of, or otherwise acquire, and to hold, own, use, ope rate, develop, enjoy, grant
licenses and immunities in respect of, manufacture under and to introduce, sell,
assign, mortgage, pledge or otherwise dispose of, and in any manner deal with
and contract with reference to:
A. inventions, devices, formulas, processes and any improvements
and modifications thereof;
B. letters patent, patent rights, patented processes, copyrights,
designs, and similar rights, trade- marks, trade symbols and
other indications of origin and ownership granted by or
recognized under the laws of the United States of America or
of any state or subdivision thereof, or of any foreign country
or subdivision thereof, and all rights connected therewith or
appertaining thereunto; and
C. franchises, licenses, grants and concessions.
To enter into, make and perform contracts of every kind and description
which may be necessary or convenient for the business of the Corporation, with
any person, firm, association, corpora tion, municipality, county, state, body
politic, or government, or colony, any dependency, or political or
administrative division thereof.
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To enter into and carry out partnerships (both general partnerships and
limited partnerships) and other forms of joint arrangements with other persons,
firms or corporations, so far as and to the extent that the same may be done and
performed by a corporation organized under the General Corporation Law of the
State of Delaware.
To carry on business at any place within the jurisdiction of the United
States and in any and all foreign countries and to purchase any property at any
such place or places.
To acquire and take over as a going concern, and thereafter to carry on
the business of any person, firm or corporation engaged in any business which
the Corporation is authorized to carry on and, in connection therewith, to
acquire the good will and all or any of the assets and to assume or otherwise
provide for all or any of the liabilities of any such business.
To borrow money for its corporate purposes and to make, accept, endorse,
execute and issue promissory notes, bills of exchange, bonds, debentures, or
other obligations from time to time, for the purchase of property, or for any
purpose in connec tion with the business of the Corporation, and, if deemed
proper, to secure the payment of any such obligations, mortgages, pledge, deed
of trust or otherwise.
To carry on any other similar business in connection with the foregoing,
and to have and exercise all of the powers conferred by the laws of the State of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do so.
To such extent as a corporation organized under the General Corporation
Law of the State of Delaware may now or hereafter lawfully do, to perform or do
each and everything necessary, suit able, convenient, or proper for, or in
connection with, or inci dental to, the accomplishment of any one or more of the
purposes or the exercise of any one or more of the powers herein described, or
designed directly or indirectly to promote the interests of the Corporation or
to enhance the value of its properties; and in general, to do any and all things
and exercise any and all powers, rights and privileges for which a corporation
now or hereafter may
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be organized under the General Corporation Law of the State of Delaware, or
under any act amendatory thereof, supplemental thereto, or substituted
therefore, including, but not limited to, all of the powers enumerated in
Sections 121-123 of the Delaware State General Corporation Law or any other
statute of the State of Delaware.
THIRD: The registered office of the Corporation is to be located in Kent
County, in the State of Delaware.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is fourteen million (14,000,000) shares, of which twelve
million (12,000,000) shares shall be Common Stock, par value of $.001 per share
and two million (2,000,000) shares shall be Preferred Stock, par value of $.01
per share.
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation is hereby expressly authorized to
provide, by resolution or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the designations and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to,
determining the following:
(A) the designation of such series, the number of shares to
constitute such series and the stated value thereof, if different from the par
value thereof;
(B) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law and, if so, the terms of such
voting rights, which may be general or limited;
(C) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preferences or
relation which such dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of preferred stock;
(D) whether the shares of such series shall be subject
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to redemption by the corporation and, if so, the times, prices and other
conditions of such redemption;
(E) the amount or amounts payable upon shares of such series in the
voluntary or involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the corporation;
(F) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relating to the operation thereof;
(G) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
preferred stock or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;
(H) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the corporation of, the common stock or shares of stock of any
other class or any other series of preferred stock;
(I) the conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of preferred
stock or of any other class; and
(J) any other powers, preferences and other special rights,
relative, participating, optional or otherwise, and any qualifications,
limitations and restrictions thereon.
The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereon, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall
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be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.
No holder of shares of the Corporation of any class whether now or
hereafter authorized shall have any preemptive right to subscribe for, purchase
or receive any shares of the Corporation of any class, whether now or hereafter
authorized, or any options or warrants to purchase any such shares, or any
securities convertible into or exchanged for any such shares, which may at any
time be issued, sold or offered for sale by the Corporation.
FIFTH: The registered office in the State of Delaware is to be located at
9 East Lockerman Street, Dover, Delaware 19901, and the registered agent in
charge thereof is Colby Attorneys Services Co., Inc.
SIXTH: The duration of the Corporation is to be perpetual.
SEVENTH: Except as may otherwise be specifically provided in this
Certificate of Incorporation, no provision hereof is intended to be construed as
limiting, prohibiting, denying, or abrogating any of the general or specific
powers or rights conferred under the General Corporation Law of the State of
Delaware upon corporations of the State of Delaware, upon the Corporation, its
shareholders, bondholders and security holders, and upon its directors, officers
and other corporate personnel, including, without limitation, the power of the
Corporation to furnish indemnification to any person or persons in the
capacities defined and prescribed by the General Corporation Law of the State of
Delaware and the defined and pres cribed rights of a person or persons to
indemnification as the same are conferred by the General Corporation Law of the
State of Delaware.
EIGHTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of Section
102(b)(7) of the General Corporation Law of the State of Delaware, as the same
may be amended or supplemented.
NINTH: The name and address of the incorporator are as
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follows: Alan P. Fraade, Esq. c/o Mintz & Fraade, P.C. 488 Madison Avenue, New
York, New York 10022.
IN WITNESS WHEREOF, this Certificate has been subscribed this 23 day of
March, 1999 by the undersigned who affirms that the statements made herein are
true under the penalties of perjury.
/s/ Alan P. Fraade, Esq.
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Alan P. Fraade, Esq.
c/o Mintz & Fraade, P.C.
488 Madison Avenue
New York, New York 10022
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