40.4.6: Certificate of Incorporation (Delaware)

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Abstract

FIRST. The name of the corporation is `Acme Corporation (the "Corporation"). SECOND. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 5,000,000 shares of Common Stock with a par value of $0.001 per share (the "Common Stock"). Each holder of Common Stock shall have one vote in respect of each share of stock held by such stockholder of record on the books of the Corporation for all matters submitted to a vote of stockholders of the Corporation.