Attached files
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S-1 - WINDGATE ACQUISITION LTD | v210183_s1.htm |
EX-3.2 - WINDGATE ACQUISITION LTD | v210183_ex3-2.htm |
EX-2.3 - WINDGATE ACQUISITION LTD | v210183_ex2-3.htm |
EX-2.1 - WINDGATE ACQUISITION LTD | v210183_ex2-1.htm |
EX-4.1 - WINDGATE ACQUISITION LTD | v210183_ex4-1.htm |
EX-2.2 - WINDGATE ACQUISITION LTD | v210183_ex2-2.htm |
EX-23.1 - WINDGATE ACQUISITION LTD | v210183_ex23-1.htm |
CERTIFICATE
OF INCORPORATION
OF
WINDGATE
ACQUISITION LTD.
ARTICLE
ONE
Name
The name
of the Corporation is Windgate Acquisition Ltd.
ARTICLE
TWO
Duration
The
Corporation shall have perpetual existence.
ARTICLE
THREE
Purpose
The
purpose for which this Corporation is organized is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE
FOUR
Shares
The total
number of shares of stock which the Corporation shall have authority to issue is
120,000,000 shares, consisting of 100,000,000 shares of Common Stock having a
par value of $.0001 per share and 20,000,000 shares of Preferred Stock having a
par value of $.0001 per share.
The Board
of Directors is authorized to provide for the issuance of the shares of
Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, determination of the
following:
A. The
number of shares constituting that series and the distinctive designation of
that series;
B. The
dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on share of that series;
C. Whether
that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
D. Whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
E. Whether
or not the shares of that series shall be redeemable, and, if so, the terms and
conditions of such redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;
F. Whether
that series shall have a sinking fund for the redemption or purchase of shares
of that series, and, if so, the terms and amount of such sinking
fund;
G. The
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series;
and
H. Any
other relative rights, preferences and limitations of that series.
ARTICLE
FIVE
Commencement
of Business
The
Corporation is authorized to commence business as soon as its certificate of
incorporation has been filed.
ARTICLE
SIX
Principal
Office and Registered Agent
The post
office address of the initial registered office of the Corporation and the name
of its initial registered agent and its business address is
Inc. Plan
(USA)
Trolley
Square
Suite 26
C
Wilmington,
Delaware 19806 (County of New Castle)
Certificate of
Incorporation
|
Page Number
3
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The
initial registered agent is a resident of the State of Delaware.
ARTICLE
SEVEN
Incorporator
Lee W.
Cassidy, 215 Apolena Avenue, Newport Beach, California 92662
ARTICLE
EIGHT
Pre-Emptive
Rights
No
Shareholder or other person shall have any pre-emptive rights
whatsoever.
ARTICLE
NINE
By-Laws
The
initial by-laws shall be adopted by the Shareholders or the Board of
Directors. The power to alter, amend, or repeal the by-laws or adopt
new by-laws is vested in the Board of Directors, subject to repeal or change by
action of the Shareholders.
ARTICLE
TEN
Number
of Votes
Each
share of Common Stock has one vote on each matter on which the share is entitled
to vote.
ARTICLE
ELEVEN
Majority
Votes
A
majority vote of a quorum of Shareholders (consisting of the holders of a
majority of the shares entitled to vote, represented in person or by proxy) is
sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.
Certificate of
Incorporation
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Page Number
4
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ARTICLE
TWELVE
Non-Cumulative
Voting
Directors
shall be elected by majority vote. Cumulative voting shall not be
permitted.
ARTICLE
THIRTEEN
Interested
Directors, Officers and Securityholders
A. Validity. If
Paragraph (B) is satisfied, no contract or other transaction between the
Corporation and any of its directors, officers or securityholders, or any
corporation or firm in which any of them are directly or indirectly interested,
shall be invalid solely because of this relationship or because of the presence
of the director, officer or securityholder at the meeting of the Board of
Directors or committee authorizing the contract or transaction, or his
participation or vote in the meeting or authorization.
B. Disclosure,
Approval, Fairness. Paragraph (A) shall apply only
if:
(1) The
material facts of the relationship or interest of each such director, officer or
securityholder are known or disclosed:
(a) to
the Board of Directors or the committee and it nevertheless authorizes or
ratifies the contract or transaction by a majority of the directors present,
each such interested director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry the
vote; or
(b) to
the Shareholders and they nevertheless authorize or ratify the contract or
transaction by a majority of the shares present, each such interested person to
be counted for quorum and voting purposes; or
(2) the
contract or transaction is fair to the Corporation as of the time it is
authorized or ratified by the Board of Directors, the committee or the
Shareholders.
ARTICLE
FOURTEEN
Indemnification
and Insurance
A. Persons. The
Corporation shall indemnify, to the extent provided in Paragraphs (B), (D) or
(F) and to the extent permitted from time to time by law:
(1) any
person who is or was director, officer, agent or employee of the Corporation,
and
(2) any
person who serves or served at the Corporation's request as a director, officer,
agent, employee, partner or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise.
Certificate of
Incorporation
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Page Number
5
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B. Extent—Derivative
Suits. In case of a suit by or in the right of the Corporation
against a person named in Paragraph (A) by reason of his holding a position
named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (C), for expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
suit.
C. Standard—Derivative
Suits. In case of a suit by or in the right of the
Corporation, a person named in Paragraph (A) shall be indemnified only
if:
(1) he
is successful on the merits or otherwise, or
(2) he
acted in good faith in the transaction which is the subject of the suit, and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation. However, he shall not be indemnified in respect
of any claim, issue or matter as to which he has been adjudged liable for
negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
D. Extent—Nonderivative
Suits. In case of a suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by or in the right
of the Corporation against a person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the Corporation shall indemnify him,
if he satisfies the standard in Paragraph (E), for amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
suit as
(1) expenses
(including attorneys' fees),
(2) amounts
paid in settlement
(3) judgments,
and
(4) fines.
E. Standard—Nonderivative
Suits. In case of a nonderivative suit, a person named in
Paragraph (A) shall be indemnified only if:
(1) he
is successful on the merits or otherwise, or
(2) he
acted in good faith in the transaction which is the subject of the nonderivative
suit, and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and , with respect to any criminal action or
proceeding, he had no reason to believe his conduct was unlawful. The
termination of a nonderivative suit by judgement, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent shall not, of itself, create
a presumption that the person failed to satisfy this Paragraph (E)
(2).
Certificate of
Incorporation
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Page Number
6
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F. Determination
That Standard Has Been Met. A determination that the standard
of Paragraph (C) or (E) has been satisfied may be made by a court of law or
equity or the determination may be made by:
(1) a
majority of the directors of the Corporation (whether or not a quorum) who were
not parties to the action, suit or proceeding, or
(2) independent
legal counsel (appointed by a majority of the directors of the Corporation,
whether or not a quorum, or elected by the Shareholders of the Corporation) in a
written opinion, or
(3) the
Shareholders of the Corporation.
G. Proration. Anyone
making a determination under Paragraph (F) may determine that a person has met
the standard as to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.
H. Advance
Payment. The Corporation may pay in advance any expenses
(including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the
Board of Directors authorizes the specific payment and
(2) the
person receiving the payment undertakes in writing to repay unless it is
ultimately determined that he is entitled to indemnification by the Corporation
under Paragraphs (A) - (G).
I. Nonexclusive. The
indemnification provided by Paragraphs (A) - (G) shall not be exclusive of any
other rights to which a person may be entitled by law or by by-law, agreement,
vote of Shareholders or disinterested directors, or otherwise.
J. Continuation. The
indemnification and advance payment provided by Paragraphs (A) - (H) shall
continue as to a person who has ceased to hold a position named in paragraph (A)
and shall inure to his heirs, executors and administrators.
K. Insurance. The
Corporation may purchase and maintain insurance on behalf of any person who
holds or who has held any position named in Paragraph (A) against any liability
incurred by him in any such positions or arising out of this status as such,
whether or not the Corporation would have power to indemnify him against such
liability under Paragraphs (A) - (H).
L. Reports. Indemnification
payments, advance payments, and insurance purchases and payments made under
Paragraphs (A) - (K) shall be reported in writing to the Shareholders of the
Corporation with the next notice of annual meeting, or within six months,
whichever is sooner.
Certificate of
Incorporation
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Page Number
7
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M. Amendment
of Article. Any changes in the General Corporation Law of
Delaware increasing, decreasing, amending, changing or otherwise effecting the
indemnification of directors, officers, agents, or employees of the Corporation
shall be incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors, officers,
agents and employees of the Corporation shall be indemnified to the maximum
degree allowed by the General Corporation Law of the State of Delaware at all
times.
ARTICLE
FIFTEEN
Limitation
On Director Liability
A. Scope
of Limitation. No person, by virtue of being or having been a
director of the Corporation, shall have any personal liability for monetary
damages to the Corporation or any of its Shareholders for any breach of
fiduciary duty except as to the extent provided in Paragraph (B).
B. Extent
of Limitation. The limitation provided for in this Article
shall not eliminate or limit the liability of a director to the Corporation or
its Shareholders (i) for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law (iii) for
any unlawful payment of dividends or unlawful stock purchases or redemptions in
violation of Section 174 of the General Corporation Law of Delaware or (iv) for
any transaction for which the director derived an improper personal
benefit.
IN
WITNESS WHEREOF, the incorporator hereunto has executed this certificate of
incorporation on this 11th day of January, 2011.
/s/ Lee W. Cassidy
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||
Lee
W. Cassidy, Incorporator
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