Company Certificate of Incorporation

COMPANY CERTIFICATE OF INCORPORATION

Company Name:   Jurisdiction of Incorporation:

Incorporator Name:   Incorporator Address:

Effective Date of this Certificate:   Filing Reference (if any):

RECITALS

WHEREAS, the incorporator desires to form a corporation under the laws of the jurisdiction named above for the purposes set forth herein and to set forth the powers, rights and governance of the corporation; and

WHEREAS, the incorporator adopts and executes this Certificate of Incorporation to establish the corporation and to request that this Certificate be filed with the appropriate governmental authority to establish the corporate existence of the entity named above; and

WHEREAS, the provisions contained in this Certificate and the laws of the jurisdiction will govern the internal affairs of the corporation and the rights of its shareholders, directors and officers.

NOW THEREFORE, the incorporator hereby certifies and declares as follows:

ARTICLE I — NAME AND DURATION

1.1 Name. The name of the corporation is (the "Corporation").

1.2 Duration. The period of duration of the Corporation shall be perpetual unless a definite duration is specified: .

ARTICLE II — REGISTERED OFFICE AND AGENT

2.1 The registered agent and registered office designated above shall be the agent and address for service of process in the jurisdiction and may be changed as provided by law.

ARTICLE III — PURPOSE

3.1 The Corporation shall have the authority to engage in any lawful act or activity for which a corporation may be organized in the jurisdiction, except as limited herein.

ARTICLE IV — CAPITAL STOCK

4.1 Authorized Shares. The Corporation is authorized to issue shares of stock.

4.2 Classes and Par Value. The authorized shares shall consist of:

4.3 The Board of Directors is authorized, subject to any express limitations herein, to determine the relative rights and preferences of any class or series of shares and to issue shares of any class or series.

ARTICLE V — INCORPORATOR

5.1 The incorporator named above has executed this Certificate and shall have the authority to take all actions necessary to effectuate the incorporation, including filing this Certificate with the appropriate authority and making preliminary organizational appointments.

ARTICLE VI — BOARD OF DIRECTORS

6.1 Initial Directors. The number of directors constituting the initial board is . The names and addresses of the initial directors shall be set forth in the corporation's organizational records.

6.2 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall have all powers necessary or desirable to accomplish the Corporation's purposes and to exercise its rights.

ARTICLE VII — LIMITATION OF LIABILITY; INDEMNIFICATION

7.1 To the fullest extent permitted by law, no director shall be personally liable to the Corporation or its shareholders 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 shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit.

7.2 The Corporation shall indemnify and advance expenses to directors and officers to the maximum extent permitted by law, provided that such indemnification shall be conditioned upon the person’s cooperation in any investigation and compliance with reasonable procedures established by the Corporation.

ARTICLE VIII — DISSOLUTION

8.1 Upon dissolution of the Corporation, assets shall be distributed in accordance with applicable law and the rights of holders of outstanding shares, after payment or provision for payment of liabilities and expenses of liquidation.

ARTICLE IX — AMENDMENTS

9.1 This Certificate of Incorporation may be amended in the manner provided by law. Any amendment that would alter the preferences or rights of a class or series of shares shall be effective only to the extent consented to by the holders of such class or series if so required by law.

ARTICLE X — NOTICES

10.1 All notices required or permitted under this Certificate shall be in writing and shall be given as set forth in the Corporation's bylaws or as otherwise required by applicable law.

ARTICLE XI — GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation named above, without regard to its conflict of law principles.

11.2 Entire Agreement. This Certificate constitutes the entire certificate of incorporation of the Corporation and supersedes any prior certificates or organizational statements previously executed by the incorporator to the extent inconsistent herewith.

11.3 Severability. If any provision of this Certificate is held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions hereof, which shall remain in full force and effect.

ARTICLE XII — MISCELLANEOUS PROVISIONS

12.1 Counterparts. This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12.2 Waiver; Amendments. No waiver or amendment of any provision of this Certificate shall be effective unless made in writing and signed by the party or parties required by law or by the Governing Documents.

EXECUTION AND CERTIFICATION

The undersigned incorporator hereby declares under penalties of perjury that the facts stated in this Certificate of Incorporation are true and correct and that this Certificate has been executed this day of , .

IN WITNESS WHEREOF, the incorporator has executed this Certificate on the date set forth above.

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