Attached files
| file | filename |
|---|---|
| S-1/A - JetPay Corp | v208770_s1a.htm |
| EX-14 - JetPay Corp | v208770_ex14.htm |
| EX-4.4 - JetPay Corp | v208770_ex4-4.htm |
| EX-4.1 - JetPay Corp | v208770_ex4-1.htm |
| EX-4.2 - JetPay Corp | v208770_ex4-2.htm |
| EX-3.3 - JetPay Corp | v208770_ex3-3.htm |
| EX-4.3 - JetPay Corp | v208770_ex4-3.htm |
| EX-4.5 - JetPay Corp | v208770_ex4-5.htm |
| EX-3.2 - JetPay Corp | v208770_ex3-2.htm |
| EX-99.1 - JetPay Corp | v208770_ex99-1.htm |
| EX-10.5 - JetPay Corp | v208770_ex10-5.htm |
| EX-10.8 - JetPay Corp | v208770_ex10-8.htm |
| EX-10.3 - JetPay Corp | v208770_ex10-3.htm |
| EX-99.2 - JetPay Corp | v208770_ex99-2.htm |
| EX-10.7 - JetPay Corp | v208770_ex10-7.htm |
| EX-10.4 - JetPay Corp | v208770_ex10-4.htm |
| EX-10.2 - JetPay Corp | v208770_ex10-2.htm |
| EX-23.1 - JetPay Corp | v208770_ex23-1.htm |
| EX-99.3 - JetPay Corp | v208770_ex99-3.htm |
| EX-10.6 - JetPay Corp | v208770_ex10-6.htm |
CERTIFICATE OF
INCORPORATION
OF
UNIVERSAL BUSINESS PAYMENT
SOLUTIONS ACQUISITION CORPORATION
1. Name. The
name of the corporation is Universal Business Payment Solutions Acquisition
Corporation (the “Corporation”).
2. Registered Office and
Agent. The address of the Corporation’s registered
office in the State of Delaware is The Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, DE
19801. The name of the Corporation’s registered agent at such address
is The Corporation Trust Company.
3. Purpose. The
purposes for which the Corporation is formed are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware (the “DGCL”) and to possess and exercise all of the powers and
privileges granted by such law and any other law of Delaware.
4. Authorized
Capital. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 100,010,000 of
which 100,000,000 shares shall be Common Stock of the par value of $0.001 per
share (the “Common Stock”) and 10,000 shares shall be Preferred Stock of the par
value of $0.001 per share (the “Preferred Stock”).
Preferred
Stock. The Board of Directors is expressly granted authority to issue
shares of 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.
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.
5. Incorporator. The
name and mailing address of the incorporator are Marian T. Ryan, Dechert LLP,
Cira Centre, 2929 Arch Street, Philadelphia, Pennsylvania
19104-2808.
6. Bylaws. The
board of directors of the Corporation is authorized to adopt, amend or repeal
the bylaws of the Corporation, except as otherwise specifically provided
therein.
7. Elections of
Directors. Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.
8. Right to
Amend. The Corporation reserves the right to amend any
provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such
reservation.
9. Limitation on
Liability. The directors of the Corporation shall be entitled
to the benefits of all limitations on the liability of directors generally that
are now or hereafter become available under the DGCL. Without
limiting the generality of the foregoing, no director of the Corporation shall
be 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 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. Any repeal or modification of this Section 9 shall be
prospective only, and shall not affect, to the detriment of any director, any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
10. Business Combinations with
Interested Stockholders. The Corporation elects not to be
governed by Section 203 of the DGCL immediately upon filing of this Certificate
of Incorporation pursuant to DGCL Section 203(b)(1).
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Dated: November
12, 2010
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Marian
T. Ryan, Incorporator
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