Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - PALTALK, INC. | fs10211_snap.htm |
| EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - PALTALK, INC. | fs10211ex5i_snap.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT - CLIFFORD LERNER - PALTALK, INC. | fs10211ex10i_snap.htm |
| EX-10.3 - AMENDMENT 2 TO EMPLOYMENT AGREEMENT - CLIFFORD LERNER - PALTALK, INC. | fs10211ex10v_snap.htm |
| EX-3.2 - AMENDMENT TO CERTIFICATE OF INCORPORATION - PALTALK, INC. | fs10211ex3ii_snap.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - PALTALK, INC. | fs10211ex21i_snap.htm |
| EX-23.1 - CONSENT OF AUDITOR - PALTALK, INC. | fs10211ex23i_snap.htm |
| EX-3.3 - BY-LAWS - PALTALK, INC. | fs10211ex3iii_snap.htm |
| EX-10.2 - AMENDMENT 1 TO EMPLOYMENT AGREEMENT - CLIFFORD LERNER - PALTALK, INC. | fs10211ex10ii_snap.htm |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
FIRST: The name of the corporation shall be:
ETWINE HOLDINGS, INC.
SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.
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 million (100,000,000) shares of common stock and Ten million (10,000,000) shares of preferred stock, each with a par value of .001.
The powers, preferences and rights and the qualifications, limitations or restrictions thereof shall be determined by the Board of Directors.
FIFTH: The name and address of the incorporator is as follows:
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2711 Centerville Road
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Suite 400
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Wilmington, Delaware 19808
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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 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 omission of such director occurring prior to such amendment.
IN WITNESS OF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of Incorporation this 19th day of July, A.D. 2005.
| /s/ Angela Creppon | |||
| Name: Angela Creppon | |||
| Incorporator | |||