State of Delaware
Secretary of State
Division of Corporations
Filed 09:00AM 07/27/1999
991309026-3075071
FIRST: The name of this corporation shall be:
CALYPSO FINANCIAL SERVICES, INC.
SECOND: Its registered office in the State of Delaware is to be located at 1013
Centre Road, in the city of Wilmington, County of New Castle and its registered
agent at such address is CORPORATION SERVICE COMPANY.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Twenty million (20,000,000) shares of common stock with a par value of
($.00001) amounting to Two Hundred Dollars ($200.00)
FIFTH: The name and address of the incorporator is as follows:
Elaine Phaneuf
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal
the by-laws.
SEVENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law, (I) for 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or real of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this twenty-seventh day of July, A.D., 1999.
/c/ Elaine Phaneuf
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Incorporator
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