Attached files
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:17 PM 05/18/2009
Filed 03:17 PM 05/18/2009
SEV 090489621 4688955 File
Certificate of
Incorporation
of
FREE RX, INC.
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:
1. The name of the corporation
is:
FREE RX, INC.
2.
The address of the registered office of the corporation in the State of Delaware
is 203 NE Front Street, Suite 101 Milford, Kent County, DE 19963 and the
registered agent in charge thereof is Registered Office Service Company.
3.
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
4.
The corporation is authorized to issue capital stock to the extent of:
Fifty
Million (50,000,000) Shares Per Value $.0001 per share
5.
The Board of Directors is authorized and empowered to make, alter, amend and
rescind the By-Laws of the corporation, but By-Laws made by the Board may be
altered or repealed, and new By-Laws made, by the stockholders.
6.
Election of directors need not be by written ballot unless so provided in the
By-Laws of the corporation.
7.
No Director shall be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a Director, provided that
this provision shall not eliminate the liability of a Director (1) for any
breach of the Director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or commissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of the General
Corporation Law of (iv) for any transaction from which the Director derived an
improper personal benefit.
8.
Except as otherwise required by statute, the books and records of the
corporation may be kept outside of the State of Delaware at such place or places
as provided in the By-Laws of the corporation or from time to time designated by
the Board of Directors.
State
of Delaware
Secretary
of
State
Division
of Corporations
Delivered
04:05 PM 06/17/2009
FILED
04:05 PM 06/17/2009
SRV
090626073 - 4688955
FILE
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE OP INCORPORATION
OP
FREE RX, UIC.
*****
FREE Rx, INC., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: That by unanimous consent of tfce Board
of Directors of FREE Rx, INC., in accordance with section 141, (f) of the
General Corporation Law, resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and submitting said proposed amendment to the
stockholders for approval, which was received and approved.
That the
Certificate of Incorporation of this corporation be amended by changing Articles
I., 4. and S. thereof, so that, as amended, said Articles shall be and
read as follow:
"'1. The
name of the corporation is :
Free
For All, Inc
"' 4. The
corporation shall have authority to issue capital stock to the extent
of:
|
|
Forty-five
million (45,000,000) shares of common stock
Par Value $.0001 per share
|
|
|
Five
Million (5,000,000) shares of Preferred Stock
Par
value $.000l per share
|
The board
of directors shall have the authority to fix by resolution, the designations,
powers, preferences, qualifications, limitations, or restrictions in respect of
any class or classes of stock or any aeries of any class which the corporation
shall have authority to issue. '
''5. Only
the Board of Directors shall have the authority to make, alter, amend and
rescind the by-laws of the corporation.'"
SECOND: That the capital of said corporation
shall not be reduced under or by reason of said
amendment..
IN WITNESS WHEREOF, said corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by its President this 16th day of June, 2009.
