Attached files
file | filename |
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S-1/A - Crumbs Bake Shop, Inc. | v169534_s1a.htm |
EX-3.2 - Crumbs Bake Shop, Inc. | v169534_ex3-2.htm |
EX-4.4 - Crumbs Bake Shop, Inc. | v169534_ex4-4.htm |
EX-10.1 - Crumbs Bake Shop, Inc. | v169534_ex10-1.htm |
EX-10.2 - Crumbs Bake Shop, Inc. | v169534_ex10-2.htm |
EX-10.9 - Crumbs Bake Shop, Inc. | v169534_ex10-9.htm |
EX-10.3 - Crumbs Bake Shop, Inc. | v169534_ex10-3.htm |
EX-10.8 - Crumbs Bake Shop, Inc. | v169534_ex10-8.htm |
EX-10.10 - Crumbs Bake Shop, Inc. | v169534_ex10-10.htm |
CERTIFICATE
OF INCORPORATION
OF
57th STREET
GENERAL ACQUISITION CORP.
The
undersigned, for the purposes of forming a corporation under the laws of the
State of Delaware, does make, file and record this Certificate of Incorporation,
and does hereby certify as follows:
FIRST: The
name of the corporation is 57th Street
General Acquisition Corp. (the “Corporation”).
SECOND: The
address of the Corporation’s registered office in the State of Delaware is
National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover,
Delaware 19904, County of Kent. The name of the Corporation’s
registered agent at such address is National Registered Agents,
Inc.
THIRD: 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, as
amended from time to time (the “DGCL”).
FOURTH: The
total number of shares of all classes of capital stock which the Corporation
shall have authority to issue is 101,000,000, of which 100,000,000 shares shall
be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall
be Preferred Stock of the par value of $.0001 per share.
A. Preferred
Stock. The Board of Directors is expressly granted authority to issue shares of
the Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a “Preferred Stock Designation”) and as may be permitted
by the DGCL. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.
B. Common
Stock. Except as otherwise required by law or as otherwise provided in any
Preferred Stock Designation, the holders of the Common Stock shall exclusively
possess all voting power and each share of Common Stock shall have one
vote.
FIFTH: The
name and mailing address of the sole incorporator of the Corporation are as
follows:
Name:
|
Asim
Grabowski-Shaikh, Esq.
|
Address:
|
c/o
Ellenoff Grossman & Schole LLP
|
150
East 42nd
Street
|
|
New
York, NY 10017
|
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:
A. Election
of directors need not be by ballot unless the by-laws of the Corporation so
provide.
B. The
Board of Directors shall have the power, without the assent or vote of the
stockholders, to make, alter, amend, change, add to or repeal the by-laws of the
Corporation.
C. 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 act or contract, 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 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’ interests, or for any other reason.
D. 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, of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
SEVENTH: A. A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability (i) for any breach of the
director’s duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or
(iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended. Any repeal or modification of this
paragraph A by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation with respect to events
occurring prior to the time of such repeal or modification.
B. The
Corporation, to the full extent permitted by Section 145 of the DGCL, as
amended from time to time, shall indemnify all persons whom it may indemnify
pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.
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 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
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 a 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.
NINTH: The
Corporation hereby elects not to be governed by Section 203 of the
DGCL.
IN
WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of
Incorporation this 29th day of
October, 2009.
/s/ Asim
Grabowski-Shaikh
|
|
Asim
Grabowski-Shaikh
|
|
Sole
Incorporator
|