Attached files
Exhibit 3.1
CERTIFICATE
OF INCORPORATION
OF
LASER
PHOTONICS CORPORATION
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THE
UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the
General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST. The
name of the Corporation is Laser Photonics
Corporation.
SECOND. The
registered office of the Corporation is to be located at 1013
Centre Road, Suite 403-B in the City of Wilmington in the County of
New Castle, in the State of Delaware 19805. The name of its
registered agent at that address is Vcorp Services,
LLC.
THIRD. 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 Delaware.
FOURTH. The
aggregate number of shares which the Corporation shall have
authority to issue is 110,000,000 shares of which 100,000,000 shall
be Common Stock, $.001 par value per share, and 10,000,000 shall be
“blank check” preferred stock, par value $.001 per
share. The Board of Directors is hereby expressly authorized to
provide, out of the unissued shares of preferred stock, for one or
more series of preferred stock and, with respect to each such
series, to fix the number of shares constituting such series and
the designation of such series, the voting powers, if any, of the
shares of such series, and the preferences and relative,
participating, optional, or other special rights, if any, and any
qualifications, limitations, or restrictions thereof, of the shares
of such series. The powers, preferences and relative,
participating, optional and other special rights of each series of
preferred stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all
other series at any time outstanding.
FIFTH. The
name and address of the Incorporator are as follows:
NAME
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ADDRESS
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Ernest
M. Stern
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c/o
Culhane Meadows PLLC
1101
Pennsylvania Avenue, N.W.
Suite
300
Washington,
D.C. 20004
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SIXTH. The
following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of
the Corporation and of its directors and stockholders.
(1) The number of
directors of the Corporation shall be such as from time to time
shall be fixed by, or in the manner provided in, the by-laws.
Election of directors need not be by ballot unless the bylaws so
provide.
(2) The Board of
Directors shall have power without the assent or vote of the
stockholders to make, alter, amend, change, add to or repeal the
bylaws of the Corporation; to fix and vary the amount of capital to
be reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens on all or any part of the property of
the Corporation; to determine the use and disposition of any
surplus or net profits; and to fix the times for the declaration
and payment of dividends.
(3) The directors in
their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering
any such contract or act, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of
the stock of the Corporation which is represented in person or by
proxy at such meeting and entitled to vote thereat (provided that a
lawful quorum of stockholders be there represented in person or by
proxy) shall be as valid and as binding upon the Corporation and
upon all the stockholders as though it had been approved or
ratified by every stockholder of the Corporation, whether or not
the contract or act would otherwise be open to legal attack because
of directors’ interest, or for any other reason.
(4) In addition to the
powers and authorities hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised
or done by the Corporation; subject, nevertheless, to the
provisions of the statutes of Delaware, to the provisions of this
Certificate, and to the provisions of any bylaws from time to time
made by the stockholders or by the Board of Directors; provided,
however, that no bylaws so made shall invalidate any prior act of
the directors which would have been valid if such bylaw had not
been made.
SEVENTH. The
Corporation shall, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant
thereto.
EIGHTH. Whenever
a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware, may, on the
application in a summary way of this Corporation or of any creditor
or stockholder thereof or on the application of any receiver or
receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279
of Title 8 of the Delaware Code, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall,
if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders of this
Corporation, as the case may be, and also on this
Corporation.
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NINTH. The
liability of the Corporation’s directors to the Corporation
or its stockholders shall be eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware,
as the same may be amended and supplemented. No amendment to or
repeal of this ARTICLE NINTH 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 or repeal.
TENTH. The
Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and
powers conferred herein on stockholders, directors and officers are
subject to this reserved power.
IN
WITNESS WHEREOF, I have hereunto set my hand this 1st day of March,
2021.
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/s/ Ernest M.
Stern
Ernest M. Stern,
Incorporator
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