Certificate of Incorporation

This Certificate of Incorporation of [NAME] (this “Agreement”) is entered into and made effective as of [DATE].

BY: [INCORPORATOR NAME] (the “Incorporator”), a corporation duly organized and existing under the laws of [STATE/PROVINCE], with its principal office located at:

AND: [COMPANY NAME] (the “Company”), a corporation duly organized and existing under the laws of [STATE/PROVINCE], with its principal office located at:

NAME OF CORPORATION

The name of the corporation shall be [Name of Corporation].

ADDRESS OF CORPORATION

The registered office of the corporation shall be located in the State of [STATE/PROVINCE]. The name of the corporation’s registered agent at such address is [NAME].

PURPOSE OF CORPORATION

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be formed under the General Corporation Law of the State of Delaware.

TOTAL NUMBER AND VALUE OF SHARES

The total number of shares that the corporation is authorized to issue is [NUMBER] shares, all designated as Common Stock, with a par value of [AMOUNT] per share.

BOARD OF DIRECTORS

The Board of Directors shall have the authority to adopt, amend, or repeal the By-Laws of the corporation. However, stockholders may also adopt additional By-Laws or amend or repeal any By-Law, whether originally adopted by them or by the Board.

ELECTION OF DIRECTORS

Unless otherwise specified in the corporation’s By-Laws, the election of directors shall not be required to be conducted by written ballot.

LIABILITIES

To the fullest extent permitted by applicable law, no director of the corporation shall be held personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to permit further elimination or limitation of director liability, such limitation shall automatically apply to the fullest extent permitted by the amended law.

No amendment or repeal of this Article VII, nor any adoption of a provision inconsistent with it, shall affect any limitation on personal liability of a director existing at the time of such amendment, repeal, or adoption.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

INCORPORATOR     COMPANY

Authorized Signature     Authorized Signature

Print Name and Title     Print Name and Title

HOW TO USE THIS SAMPLE FORMAT