Attached files
| file | filename |
|---|---|
| S-1 - Formula Acquisition Corp. | v183119_s1.htm |
| EX-3.2 - Formula Acquisition Corp. | v183119_ex3-2.htm |
| EX-5.1 - Formula Acquisition Corp. | v183119_ex5-1.htm |
| EX-4.1 - Formula Acquisition Corp. | v183119_ex4-1.htm |
| EX-23.1 - Formula Acquisition Corp. | v183119_ex23-1.htm |
| EX-10.1 - Formula Acquisition Corp. | v183119_ex10-1.htm |
| EX-3.1(II) - Formula Acquisition Corp. | v183119_ex3-1ii.htm |
CERTIFICATE
OF INCORPORATION
of
FORMULA
ACQUISITION CORP.
The
undersigned, for the purpose of forming a corporation pursuant to the provisions
of the General Corporation Law of the State of Delaware, does hereby certify and
state as follows:
FIRST: The
name of the corporation is: Formula Acquisition Corp. (the
“Corporation”).
SECOND: The
address of the registered office of the Corporation in the State of Delaware is
615 South DuPont Highway, Dover, Delaware 19901, in the County of
Kent. The registered agent in charge thereof is National Corporate
Research, Ltd.
THIRD: The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the “GCL”).
FOURTH: A.
The total number of shares of stock which the Corporation shall have authority
to issue is one hundred and one million (101,000,000) shares, which shall
consist of (i) one hundred million (100,000,000) shares of common stock, $0.0001
par value per share (the “Common Stock”); and (ii) one million (1,000,000)
shares of preferred stock, $0.0001 par value per share (the “Preferred
Stock”).
B. The rights, preferences, privileges,
restrictions and other matters relating to the Preferred Stock and the Common
Stock are as follows:
1. Preferred Stock. The
Board of Directors is expressly granted authority to issue shares of the
Preferred Stock in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a “Preferred Stock Designation”) and as may be permitted
by the GCL. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.
2. Common
Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of common stock shall
have one vote.
FIFTH: The
name and mailing address of the incorporator are as follows:
Kristin
J. Angelino, Esq.
c/o
Gersten Savage LLP
600
Lexington, 10th floor
New York,
NY 10022
I, the
undersigned, for the purpose of forming a corporation under the laws of the
State of Delaware, do make, file and record this Certificate, and do certify
that the facts herein stated are true, and I have accordingly hereunto set my
hand this 23rd day of March, 2010.
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BY:
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/s/ Kristin J. Angelino
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Kristin
J. Angelino
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Incorporator
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