Attached files
| file | filename |
|---|---|
| S-1/A - CorMedix Inc. | v173445_s1a.htm |
| EX-3.4 - CorMedix Inc. | v173445_ex3-4.htm |
| EX-23.1 - CorMedix Inc. | v173445_ex23-1.htm |
| EX-10.8 - CorMedix Inc. | v173445_ex10-8.htm |
| EX-10.9 - CorMedix Inc. | v173445_ex10-9.htm |
| EX-10.7 - CorMedix Inc. | v173445_ex10-7.htm |
| EX-10.13 - CorMedix Inc. | v173445_ex10-13.htm |
| EX-10.15 - CorMedix Inc. | v173445_ex10-15.htm |
| EX-10.16 - CorMedix Inc. | v173445_ex10-16.htm |
| EX-10.17 - CorMedix Inc. | v173445_ex10-17.htm |
Exhibit
3.3
FORM OF
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
CORMEDIX
INC.
(Pursuant
to Sections 242 and 245 of the
General
Corporation Law of the State of Delaware)
______________________________________________________
CORMEDIX
INC. (the “Corporation”), a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(the “DGCL”),
DOES
HEREBY CERTIFY:
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1.
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The
name of the Corporation is CorMedix
Inc.
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2.
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The
date of the filing of the Corporation’s original Certificate of
Incorporation with the Secretary of State was July 28, 2006, under the
name Picton Holding Company, Inc.
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3.
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This
Amended and Restated Certificate of Incorporation was approved by the
holders of the requisite number of shares of the Corporation in accordance
with Section 228 of the DGCL.
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4.
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This
Amended and Restated Certificate of Incorporation has been duly adopted by
the Board of Directors and the stockholders of the Corporation in
accordance with Sections 242 and 245 of the
DGCL.
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5.
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The
text of the Corporation’s Amended and Restated Certificate of
Incorporation is set forth in full on Exhibit A
attached hereto.
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IN
WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been
executed by a duly authorized officer of the Corporation on this ___ day of
___________, 2010.
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CORMEDIX
INC.
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By:
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Name:
John C. Houghton
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Title:
President and Chief Executive
Officer
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Exhibit
A
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
CORMEDIX
INC.
______________________________________________________
FIRST: The
name of this corporation is CorMedix Inc. (the “Corporation”).
SECOND: The
address of the registered office of the Corporation in the State of Delaware is
2711 Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle 19808. The name of the registered agent of the Corporation at
such address is Corporation Service Company.
THIRD: 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 the State of
Delaware (the “DGCL”).
FOURTH: The
aggregate number of shares of stock that the Corporation shall have authority to
issue is Forty Million (40,000,000) shares of Common Stock, $0.001 par value per
share.
FIFTH: 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, except for liability (i) for any breach of the director’s duty of
loyalty to the Corporation or its stockholders, (ii) for any act or omission not
in good faith or which involves 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 Article FIFTH 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.
SIXTH: The
Corporation shall, to the fullest extent permitted by Section 145 of the DGCL,
as the same may be amended and supplemented, indemnify any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such offices, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such
person.
SEVENTH: The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Amended and Restated Certificate of Incorporation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, subject to the limitations set forth in this
Amended and Restated Certificate of Incorporation and in the manner now or
hereafter provided herein by statue, and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Amended and Restated Certificate of
Incorporation in its present form or as amended are granted subject to the
rights reserved in this Article SEVENTH.
EIGHTH: The
Corporation hereby confers the power to adopt, amend or repeal its By-Laws upon
the Board of Directors. Notwithstanding the forgoing, such power
shall not divest or limit the power of the stockholders of the Corporation to
adopt, amend or repeal the By-Laws of the Corporation.