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


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.
/s/ Scott Rapfogel
Scott Rafogel, Incorporator