Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - Microlin Bio, Inc | abc_s1.htm |
| EX-5 - LEGAL OPINION - Microlin Bio, Inc | abc_ex5.htm |
| EX-3.2 - BYLAWS - Microlin Bio, Inc | abc_ex32.htm |
| EX-23.1 - AUDITORS' CONSENT - Microlin Bio, Inc | abc_ex23.htm |
| EX-99.A - SUBSCRIPTION AGREEMENT - Microlin Bio, Inc | abc_ex99a.htm |
| EX-99.B - ESCROW AGREEMENT - Microlin Bio, Inc | abc_ex99b.htm |
Secretary of State
Division or Corporations
Delivered 02:08 PM 01/27/2012
FILED 12:59 PM 01/27/2012
SRV 120094446 - 5101531 FILE
CERTIFICATE OF INCORPORATION
FIRST: The name of this corporation shall be:
AMERICAN BOARDING COMPANY
SECOND: Its registered office in the State of Delaware is to be located 271 I Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is The Company Corporation.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity including 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:
Ninety million (90,000,000) shares of common stock with a par value of $0.001 and Ten million (l0,000,000) shares of preferred stock with a par value of $0.00 1 . The powers, preferences and rights and the qualification, limitation and restrictions thereof shall be determined by the board of directors.
FIFTH: The name and address of the incorporator is as follows: The Company Corporation 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808
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 27th day of January, 2012.
The Company Corporation, Incorporator
By: /s/ Susan Walker
Susan Walker
Assistant Secretary