Attached files
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:36 PM 10/17/2008
FILED 05:29 PM 10/17/2008
SRV 081048111 - 4613284 FILE
CERTIFICATE OF INCORPORATION
OF
30DC, INC.
The undersigned, being the sole incorporator herein named for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does hereby certify that:
FIRST: The name of this Corporation is 30DC, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 615 South
DuPont Highway, Dover, Delaware 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
National Corporate Research, Ltd.
THIRD: The nature of the business and of the purposes to be conducted and
promoted by the Corporation is to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: A. CLASSES AND NUMBERS OF SHARES. The total number of shares of stock
that the Corporation shall have authority to issue is thirty million
(30,000,000). The Classes and aggregate number of shares of each class which the
Corporation shall have authority to issue are as follows:
1. Twenty Five million (25,000,000) shares of Common Stock, par value
$0.0001 per share (the "Common Stock"); and
2. Five million (5,000,000) shares of Preferred Stock, par value
$0.0001 per share (the "Preferred Stock"); and
B. BLANK CHECK POWERS. The Corporation may issue any class of the Preferred
Stock in any series. The Board of Directors shall have authority to establish
and designate series, and to fix the number of shares included in each such
series and the variations in the relative rights, preferences and limitations as
between series, provided that, if the stated dividends and amounts payable on
liquidation are not paid in full, the shares of all series of the same class
shall share ratably in the payment of dividends including accumulations, if any,
in accordance with the sums which would be payable on such shares if all
dividends were declared and paid in full, and in any distribution of assets
other than by way of dividends in accordance with the sums which would be
payable on such distribution if all sums payable were discharged in full. Shares
of each such series when issued shall be designated to distinguish the shares of
each series from shares of all other series.
FIFTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or any creditor or stockholder thereof or on the application of any
receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders, of this Corporation, as the case may be, to be summoned in such
manner as the said court directors. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
SIXTH: The original By-Laws of the Corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.
SEVENTH: To the fullest extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of directors, no director
of this Corporation shall be personally liable to this Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable law: (1) for any breach of the directors' duty of loyalty to the
Corporation or its stockholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3) under
section 174 of the General Corporation Law of the State of Delaware; or (4) for
any transaction from which the director derived any improper personal benefit.
Neither the amendment or repeal of this Article, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article,
shall adversely affect any right or protection of a director of the Corporation
existing at the time of such amendment or repeal.
EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section. The
Corporation shall advance expenses to the fullest extent permitted by said
section. Such right to indemnification and advancement of expenses shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. The indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of
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expenses may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of October 2008.
/s/ Judy Munoz
--------------------------------
Judy Munoz, Sole Incorporator
Haynes and Boone, LLP
1221 Avenue of the Americas
26th Floor
New York, New York 10020
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