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Contents

  1. Name
  2. Agent
  3. Purpose
  4. Share
  5. Management
  6. Liability
  7. Forum
  8. Incorporator

Name

The name of the corporation is (the Corporation).

Agent

The address of the Corporation's registered office in the state of Delaware is , in the city of , county of , Zip Code . The name of its registered agent at such address is .

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

Share

The aggregate number of shares which the Corporation shall have authority to issue is shares of capital stock all of which shall be designated "Common Stock" and have a par value of per share.

Management

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.

Distributions by the Corporation may be made without regard to "preferential dividends arrears amount" or any "preferential rights," as such terms may be used in Section 500 of the California Corporations Code.

Liability

To the fullest extent permitted by the Delaware General Corporation Law, as written now and later amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

Neither any amendment nor repeal of Liability, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with Liability, shall eliminate or reduce the effect of Liability in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for Liability, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Forum

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for

any derivative action or proceeding brought on behalf of the Corporation,

any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders,

any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws, or

any action or proceeding asserting a claim governed by the internal affairs doctrine,in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants in the action or proceeding.

Incorporator

The name and mailing address of the incorporator are as follows: ,