Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 REGISTRATION STATEMENT - OICco ACQUISITION II, INC. | oicco2s1.htm |
| EX-5 - EX-5.1 OPINION OF HAROLD GEWERTER, ESQ. - OICco ACQUISITION II, INC. | oicco2s1ex51.htm |
| EX-3 - EX-3B BYLAWS - OICco ACQUISITION II, INC. | oicco2s1ex3b.htm |
| EX-23 - EX-23.1 CONSENT OF INDEPENDENT AUDITOR - OICco ACQUISITION II, INC. | oicco2s1ex231.htm |
| EX-99 - EX-99B SUBSCRIPTION AGREEMENT - OICco ACQUISITION II, INC. | oicco2s1ex99b.htm |
| EX-99 - EX-99A ESCROW AGREEMENT - OICco ACQUISITION II, INC. | oicco2s1ex99a.htm |
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:42 AM 12/22/2009
FILED 09:49 AM 12/22/2009
SRV 091124878 – 4768257 FILE
Exhibit 3a
CERTIFICATE OF INCORPORATION
FIRST: The name of this corporation shall be: OICCO ACQUISITION II, INC.
SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808 and its registered agent at such address is The Company Corporation.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock, which this corporation is authorized to issue, is one hundred million (100,000,000) shares of common stock with a par value of $.0001.
FIFTH: The name and address of the incorporator is as follows:
The Company Corporation
2711 Centerville Road
Suite 400, Wilmington
Delaware 19808
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or to its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 22nd day of December, 2009.
The Company Corporation
Incorporator
By: /s/ Margaret Dennis
Name: Margaret Dennis
Assistant Secretary