Attached files
| file | filename |
|---|---|
| 10-Q - 22nd Century Group, Inc. | v208384_10q.htm |
| EX-32 - 22nd Century Group, Inc. | v208384_ex32.htm |
| EX-31 - 22nd Century Group, Inc. | v208384_ex31.htm |
| EX-3.2 - 22nd Century Group, Inc. | v208384_ex3-2.htm |
EXHIBIT
3.1
CERTIFICATE
OF INCORPORATION
OF
TOUCHSTONE
SPLIT CORP.
FIRST: The
name of this corporation shall be Touchstone Split Corp.
SECOND: Its
registered office in the State of Delaware is to be located at 1811 Silverside
Road, in the City of Wilmington, County of New Castle, Delaware 19810-4345 and
its registered agent at such address is VCORP SERVICES, LLC.
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 (100) shares with a par value of $0.001 per share.
FIFTH: The
name and address of the incorporator is as follows:
Scott
Rapfogel
Gottbetter
& Partners, LP
488
Madison Avenue, 12th
Floor
New York,
NY 10022
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 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
6th
day of December 2010.
|
By:
|
/s/ Scott Rapfogel
|
|
|
Scott
Rafogel, Incorporator
|