<page>
Exhibit 3.1.5
CERTIFICATE OF INCORPORATION
OF
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC.
ARTICLE I
NAME
The name of the Corporation shall be AMERICAN SURFACE TECHNOLOGIES
INTERNATIONAL, INC.
ARTICLE II
PERIOD OF DURATION
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC. (the "CORPORATION") shall have
perpetual existence.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware
is 800 Delaware Avenue, City of Wilmington, New Castle County 19801. The name of
the Corporation's registered agent at that address is Delaware Corporations LLC.
Either the registered office or the registered agent may be changed in the
manner provided by law.
ARTICLE IV
PURPOSE
The purpose for which the Corporation is formed is to engage in and to transact
any lawful business or businesses for which corporations may be incorporated
pursuant to the Delaware General Corporation Law, including without limitation
any lawful business or businesses similar to that of a holding company.
ARTICLE V
POWERS
In furtherance of the foregoing purposes the Corporation shall have and may
exercise all of the rights, powers and privileges now or hereafter conferred
upon corporations organized under Delaware General Corporation Law, as amended.
In addition, it may do everything necessary, suitable or proper toward the
accomplishment of any corporate purpose.
1
<page>
ARTICLE VI
CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority
to issue is 252,000,000; 250,000,000 shares shall be designated common stock,
par value .001 per share and 2,000,000 shares shall be designated as preferred
stock, par value .001 per share.
Preferred Stock:
The Board of Directors of the Corporation is vested with the authority to
determine and state the designations and preferences, limitations, relative
rights and voting rights, if any, of each series by the adoption and filing in
accordance with the Delaware General Corporation Law, before the issuance of any
shares of such series, of an amendment or amendments to this Certificate of
incorporation determining the terms of such series, which amendment need not be
approved by the stockholders or the holders of any class or series of shares
except as provided by law. All shares of preferred stock of the same series
shall be identical.
No share shall be issued without consideration being exchanged, and it shall
thereafter be non-assessable.
The following is a description of each class of stock of the Corporation with
the preferences, conversion and other rights, restrictions, voting powers,
limitations as to distributions, qualifications, and terms and conditions of
redemption of each class:
FIRST: The Common Stock shall have voting rights such that each share of Common
Stock duly authorized, issued and outstanding shall entitle its holder to one
vote.
SECOND: Notwithstanding any provision of this Certificate of Incorporation to
the contrary, the affirmative vote of a majority of all the votes entitled to be
cast on the matter shall be sufficient, valid and effective, after due
authorization, approval or advice of such action by the Board of Directors, as
required by law, to approve and authorize the following acts of the Corporation:
(i) any amendment of this Certificate of Incorporation;
(ii) the merger of the Corporation into another corporation or the merger of one
or more other corporations into the Corporation;
(iii) the sale, lease, exchange or other transfer of all, or substantially all,
of the property and assets of the Corporation, including its goodwill and
franchises;
(iv) the participation by the Corporation in a share exchange (as defined in
Delaware General Corporation Law); and
(v) the voluntary or involuntary liquidation, dissolution or winding-up of or
the revocation of any such proceedings relating to the Corporation.
2
<page>
ARTICLE VII
QUORUM PROTECTIVE PROVISIONS
Quorum. The presence in person or by proxy of the holders of record of a
majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote thereat shall constitute a quorum at all
meetings of the stockholders, except as otherwise provided by the Delaware
General Corporation Law, by this Certificate of Incorporation or by the
Corporation's By-Laws. If less than a quorum shall be in attendance at the time
for which the meeting shall have been called, the meeting may be adjourned from
time to time by a majority vote of the stockholders present or represented,
without any notice other than by announcement at the meeting, until a quorum
shall attend. At any adjourned meeting at which a quorum shall attend, any
business may be transacted which might have been transacted if the meeting had
been held as originally called.
ARTICLE VIII
PREEMPTIVE RIGHTS
A shareholder of the Corporation shall not be entitled to a preemptive or
preferential right to purchase, subscribe for, or otherwise acquire any unissued
or treasury shares of stock of the Corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such unissued or treasury
shares, or any shares, bonds, notes, debentures, or other securities convertible
into or carrying options or warrants to purchase, subscribe for or otherwise
acquire any such unissued or treasury shares.
ARTICLE IX
CUMULATIVE VOTING RIGHTS
The shareholders shall not be entitled to cumulative voting rights.
ARTICLE X
BOARD OF DIRECTORS
The Board of Directors shall consist of not less than one (1) and not more than
nine (9) directors. Within the foregoing limits, the number of directors from
time to time comprising the entire board of directors shall be fixed by or in
the manner provided in the By-Laws.
(1) The Board of Directors shall have the power to authorize the issuance from
time to time of shares of stock of any class, whether now or hereafter
authorized, or securities convertible into or exercisable for shares of its
stock of any class or classes, including options, warrants or rights, whether
now or hereafter authorized.
3
<page>
(2) The Board of Directors shall have the power, if authorized by the By-Laws,
to designate by resolution or resolutions adopted by a majority of the Board of
Directors, one or more committees, each committee to consist of two or more of
the directors of the Corporation, which, to the extent provided in said
resolutions or in the By-Laws of the Corporation and permitted by the Delaware
General Corporation Law, shall have and may exercise any or all of the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, and shall have power to authorize the seal of the Corporation to be
affixed to all instruments and documents which may require it.
(3) If the By-Laws so provide, the Board of Directors shall have the power to
hold its meetings, to have an office or offices and, subject to the provisions
of Delaware General Corporate Law, to keep the books of the Corporation, outside
of said State at such place or places as may from time to time be designated by
it.
(4) The Board of Directors shall have the power to borrow or raise money, from
time to time and without limit, and upon any terms, for any corporate purposes;
and, subject to the Delaware General Corporation Law, to authorize the creation,
issuance, assumption or guaranty of bonds, notes or other evidences of
indebtedness for moneys so borrowed, to include therein necessary provisions
such as redemption, conversion or otherwise, as the Board of Directors, in its
sole discretion, may determine and to secure the payment of principal, interest
or sinking fund in respect thereof by mortgage upon, or the pledge of, or the
conveyance or assignment in trust of, the whole or any part of the properties,
assets and goodwill of the Corporation then owned or thereafter acquired.
(5) The Board of Directors shall have the power to adopt, amend and repeal the
By-Laws of the Corporation.
The enumeration and definition of a particular power of the Board of Directors
included in the foregoing shall in no way be limited or restricted by reference
to or inference from the terms of any other clause of this or any other article
of this Certificate of Incorporation, or construed as or deemed by inference or
otherwise in any manner to exclude or limit any powers conferred upon the Board
of Directors under the laws of the State of Delaware now or hereafter in force.
ARTICLE XI
INDEMNIFICATION
The Corporation may:
(A) Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was
a director, officer, employee, fiduciary or agent of the Corporation or is or
4
<page>
was serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another Corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorney fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction or
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which he reasonably believed to be in the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
(B) Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another Corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in the best interests of the Corporation; but no indemnification shall be
made in respect of any claim, issue, or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(C) Indemnify a director, officer, employee, fiduciary or agent of a corporation
to the extent he has been successful on the merits in defense of any action,
suit, or proceeding referred to in (A) or (B) of this Article XII or in defense
of any claim, issue, or matter therein, against expenses (including attorney
fees) actually and reasonably incurred by him in connection therewith.
Any indemnification under (A) or (B) of this Article XI (unless ordered by a
court) and as distinguished from (C) of this Article shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in (A) or (B) above. Such determination shall be made by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding, or, if such a quorum is not
obtainable or, even if obtainable, if a quorum of disinterested directors so
5
<page>
directs, by independent legal counsel in a written opinion, or by the
shareholders.
Expenses (including attorney fees) incurred in defending a civil or criminal
action, suit, or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee, fiduciary or
agent to repay such amount unless it is ultimately determined that he is
entitled to be indemnified by the Corporation as authorized in this Article XI.
The indemnification provided by this Article XI shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors, or otherwise, and
any procedure provided for by any of the foregoing, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, fiduciary or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, fiduciary or agent of the Corporation
or who is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under provisions of this Article XI.
ARTICLE XII
TRANSACTIONS WITH INTERESTED PARTIES
No contract or other transaction between the Corporation and one (1) or more of
its directors or any other Corporation, firm, association, or entity in which
one (1) or more of its directors are directors or officers or are financially
interested shall be either void or voided solely because of such relationship or
interest, or solely because such directors are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or solely because their votes are counted
for such purpose if:
(A) The fact of such relationship or interest is disclosed or known to the Board
of Directors or committee that authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors;
(B) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent; or
6
<page>
(C) The contract or transaction is fair and reasonable to the Corporation.
Common or interested directors may be counted in determining the presence of a
quorum, as herein previously defined, at a meeting of the Board of Directors or
a committee thereof that authorizes, approves, or ratifies such contract or
transaction.
ARTICLE XIII
VOTING OF SHAREHOLDERS
Except as may be otherwise required by law, if a quorum is present, the
affirmative vote of a majority of the outstanding shares represented at the
meeting and entitled to vote thereon, or of any class or series, shall be the
act of the shareholders on all matters except the election of directors.
Directors shall be elected by plurality vote.
ARTICLE XIV
LIABILITY OF DIRECTORS
To the maximum extent permitted by law, no director of the Corporation shall be
personally liable for money damages to the Corporation or any of its
stockholders for money damages for breach of fiduciary duty as a director.
ARTICLE XV
INCORPORATOR
The name and address of the incorporator is as follows:
Michael Anthony
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401
IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on October 9, 2007.
/s/ MICHAEL ANTHONY
- -----------------------------
Michael Anthony