Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v206937_8k.htm |
| EX-3.2 - InterCore, Inc. | v206937_ex3-2.htm |
| EX-3.5 - InterCore, Inc. | v206937_ex3-5.htm |
| EX-10.17 - InterCore, Inc. | v206937_ex10-17.htm |
| EX-10.18 - InterCore, Inc. | v206937_ex10-18.htm |
| EX-10.19 - InterCore, Inc. | v206937_ex10-19.htm |
RESTATED
CERTIFICATE OF INCORPORATION
OF
HEARTLAND
BRIDGE CAPITAL, INC., a Delaware corporation
It is hereby certified
that:
1. The name of the
corporation (hereinafter called the “Corporation”) is Heartland Bridge Capital,
Inc., originally formed under the name I-Web Media, Inc. in the State of
Delaware on April 29, 2010.
2. The amendment
and the restatement of the certificate of incorporation herein certified have
been duly adopted and approved by the Board of Directors and the stockholders of
the Corporation in accordance with the provisions of Sections 242, 245 and 228
of the General Corporation Law of the State of Delaware.
3. The certificate of
incorporation of the Corporation is amended and restated in its entirety to read
as follows:
RESTATED
CERTIFICATE
OF INCORPORATION
OF
HEARTLAND
BRIDGE CAPITAL, INC.
(a
Delaware corporation)
ARTICLE
I
The name of this corporation is Heartland Bridge Capital,
Inc.
ARTICLE
II
The address of its registered agent in
the State of Delaware is 1201 Orange Street, Suite 600, in the City of
Wilmington, County of New Castle, 19899. The name of its registered
agent at such address is InCorp. Services, Inc.
ARTICLE
III
The
purpose of the corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware.
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ARTICLE
IV
This
corporation is authorized to issue two classes of shares of stock to be
designated as “Common Stock” and “Preferred Stock”. The total number
of shares of Common Stock which this corporation is authorized to issue is Two
Hundred Fifty Million (250,000,000) shares, par value $0.0001. The
total number of shares of Preferred Stock which this corporation is authorized
to issue is Twenty Million (20,000,000) shares, par value $0.0001.
The
shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the corporation (the “Board of
Directors”) is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other 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 shares (a “Preferred Stock Designation”) and as may be permitted
by the General Corporation Law of the State of Delaware. The Board of
Directors is also expressly authorized to increase or decrease (but not below
the number of shares of such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series. In case
the number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series. The Board of Directors also has express authority over any
wholly unissued shares.
ARTICLE
V
This corporation shall have perpetual
existence.
ARTICLE
VI
The personal liability of the directors
of the corporation is hereby eliminated to the fullest extent permitted by
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented.
ARTICLE
VII
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 expenses, liabilities, or other matters referred to in or
covered by said section.
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ARTICLE
VIII
From time to time, any of the
provisions of this Certificate of Incorporation may be amended, altered, or
repealed and other provisions, authorized by the laws of the State of Delaware
at the time enforced, may be added or inserted in a manner and at the time
prescribed by said laws.
ARTICLE
IX
The Board of Directors of the
corporation is expressly authorized to make, alter or repeal the Bylaws of the
corporation.
ARTICLE
X
Election of directors need not be by
written ballot unless the Bylaws of the corporation shall so
provide. Meetings of the board of Directors may be held within or
without the State of Delaware, as the Bylaws may provide. The books
of the corporation may be kept, subject to any provisions contained in any laws
of the State of Delaware, outside the State of Delaware, at such place or places
as may be designated from time to time by the Board of Directors or in the
bylaws of the Corporation.
ARTICLE
XI
The number of shares of the corporation
outstanding and entitled to vote on this Restated Articles of Incorporation is
11,125,000 shares of common stock; that the said change(s) and the Restated
Articles of Incorporation have been consented to and approved by a majority all
of the stockholders of each class of stock outstanding and entitled to vote
thereon. The changes set forth herein shall be effective upon the
filing of these Restated Articles of Incorporation.
This
Restated Certificate of Incorporation shall be effective as of December 29,
2010.
IN WITNESS WHEREOF, said
Corporation has caused this certificate to be signed this 7th day of December,
2010.
|
/s/ James F. Groelinger
|
/s/ Frederick Larcombe
|
|
|
James
F. Groelinger
|
Frederick
Larcombe
|
|
|
Chief
Executive Officer
|
Secretary
|
|
|
Dated: December
7, 2010
|
Dated:
December 7, 2010
|
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