EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
KAW ACQUISITION CORPORATION
I, the undersigned, being the original incorporator herein
named, for the purpose of forming a corporation under and pursuant
to Chapter 78 of the Nevada Revised Statutes the general corporation
laws of the State of Nevada, to do business both within and without
the State of Nevada, do make and file these Articles of
Incorporation hereby declaring and certifying that the facts herein
stated are true:
ARTICLE I
NAME
The name of the corporation is KAW ACQUISITION CORPORATION.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its
resident agent for service process is Nevada & Offshore Business
Formation, LLC.com, 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also
maintain offices for the transaction of any business at such other
places within or without the State of Nevada as it may from time to
time determine. Corporation business of every kind and nature may
be conducted, and meetings of directors and shareholders held
outside the State of Nevada with the same effect as if in the State
of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in
any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total
authorized capital stock of this corporation is One Hundred Million
(100,000,000) shares with a par value of $0.001 designated as Common
Stock. The Common Stock may be issued from time to time without
action by the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors.
The Board of Directors may issue such shares of common stock
in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common
Stock of the corporation shall not have any preference, preemptive
right, or right of subscription to acquire any shares of the
corporation authorized, issued or sold, or to be authorized, issued
or sold, or to any obligations or shares authorized or issued or to
be authorized or issued, and convertible into shares of the
corporation, nor to any right of subscription thereto, other than
the extent, if any, the Board of Directors in its discretion, may
determine from time to time.
Section 4.03 Assessment of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been
paid, in money, property or services, as the directors shall
determine, shall not be subject to assessment to pay the debts of
the corporation, nor for any other purpose, and no stock issued as
fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the board of
the corporation shall be styled directors.
Section 5.02 Initial Board of Directors. The Board of
Directors shall consist of at least one (1) but no more than five
(5) members. The name(s) and address(s) of the initial members of
the Board of Directors are as follows:
NAME ADDRESS
Peter R. Goss 1800 N. Hill Ave. Willow Grove PA 19090
These individuals shall serve as Directors until the first
annual meeting of the shareholders or until the successors shall
have been elected and qualified.
Section 5.03 Change in the Number of Directors. The number
of directors may be increased or decreased by duly adopted amendment
to the Bylaws of the corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is John
Heskett, 501 South Johnstone, Suite 501, Bartlesville, Oklahoma 74003.
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
AMENDMENTS
Subject at all times to the express provisions of Section
4.03 which cannot be amended, this corporation reserves the right to
amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its Bylaws, in the manner now or
hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the
shareholders are granted subject to this reservation.
ARTICLE IX
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the
shareholders, to make, alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and
liens, with or without limit as to amount, upon the real and person
property of the corporation;
(3) To authorize the guaranty by the corporation of
securities, evidences of indebtedness and obligations of other
persons, corporation and business entities;
(4) To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve; and
(5) By resolution adopted by a majority of the whole
board, to designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which,
to the extent provided in the resolution or in the Bylaws of the
Directors in the management of the business and affairs of the
corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
Bylaws of the corporation or as may be determined from time to time
by resolution adopted by the Board of Directors.
All corporate powers of the corporation shall be exercised by
the Board of Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day
of May, 2000, hereby declaring and certifying that the facts stated
herein above are true.
/s/ John Heskett
John Heskett
Sole Incorporator
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: Kaw Acquisition Corporation
Nevada & Offshore Business Formation, LLC.com, Resident Agent
#104664, with address at 711 S. Carson, Carson City, Nevada 89701,
hereby accepts the appointment as Resident Agent of the
above-entitled corporation in accordance with RNS 78.090.
Furthermore, that the mailing address for the above
registered office is as set forth above.
IN WITNESS WHEREOF, I hereunto set my hand this 3rd day of
May, 2000.
/s/ Sandra L. Miller
Sandra L. Miller
Nevada & Offshore Business Formation,
LLC.com
Resident Agent #104664
Resident Agents
EXHIBIT 3.2
BYLAWS
OF
KAW ACQUISITION CORPORATION
(A NEVADA CORPORATION)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by,
or in the name of, the corporation by the Chairman or Vice-Chairman
of the Board of Directors, if any, or by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation or by agents
designated by the Board of Directors, certifying the number of
shares owned by him in the corporation and setting forth any
additional statements that may be required by the General
Corporation Law of the State of Nevada (General Corporation Law).
If any such certificate is countersigned or otherwise authenticated
by a Transfer Agent or Transfer Clerk, and by a Registrar, a
facsimile of the signature of the officers, the Transfer Agent or
Transfer Clerk or the Registrar of the corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures.
If any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any certificate or
certificates shall ceased to be such officer or officers of the
corporation before such certificate or certificates shall have been
delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such
officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the
certificates representing stock of any such class or series shall
set forth thereon the statements prescribed by the General
Corporation Law. Any restrictions on the transfer or registration
of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the
owner of any lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to
indemnify the corporation against any claim that may be made against
it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged
to but may execute and deliver a certificate for or including a
fraction of a share. In lieu of executing and delivering a
certificate for a fraction of a share, the corporation may proceed
in the manner prescribed by the provisions of Section 78.205 of the
General Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any,
transfer or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the
corporation by the registered holder thereof, or by his attorney
thereunto authorized by Power of Attorney duly executed and filed
with the Secretary of the corporation or with a Transfer Agent or a
Registrar, if any, and on the surrender of the certificate or
certificates for such shares of stock properly endorsed and the
payment of all taxes, if any, due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporation action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the
purpose of any other lawful action, the Directors may fix, in
advance, a record date, which shall not be more than sixty days nor
less than ten days before the date of such meeting not more than
sixty days prior to any other action. If no record date is fixed
the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to
express consent to corporation action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall
be the day on which the first written consent is expressed; and the
record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of
Directors adopts the Resolution relating thereto. A determination
of the stockholders of record entitled to notice of or to vote at
any meeting of stockholders shall apply to any adjournment of the
meting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect
of the right to notice of a meeting of stockholders or a wavier
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share" or "shares" or "share of stock" or"shares of stock" or
"stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one
class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any class upon
which or upon whom the Articles of Incorporation confers such rights
where there are two or more classes or series of shares of stock or
upon which or upon who the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares of stock, one or
more of which are limited or denied such rights thereunder;
provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under
the provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the Directors, provided, that
the first annual meeting shall be held on a date within thirteen
months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the
Directors.
- PLACE. Annual meetings and special meetings shall be held
at such place, within or without the State of Nevada, as the
Directors may, from time to time, fix.
- CALL. Annual meetings and special meetings may be called
by the Directors or by any officer instructed by the Directors to
call the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall
be in writing and signed by the President or a Vice-President, or
the Secretary, or an Assistant Secretary, or by such other person or
persons as the Directors must designate. The notice must state the
purpose or purposes for which the meeting is called and the time
when, and the place, where it is to be held. A copy of the notice
must be either delivered personally or mailed postage prepaid to
each stockholder not less than ten nor more than sixty days before
the meeting. If mailed, it must be directed to the stockholder at
his address as it appears upon the records of the corporation. Any
stockholder may waive notice of any meeting by a writing signed by
him, or his duly authorized attorney, either before or after the
meeting; and whenever notice of any kind is required to be given
under the provisions of the General Corporation Law, a waiver
thereof in writing and duly signed whether before or after the time
stated therein, shall be deemed equivalent thereto.
- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of
seniority and if present and acting - the Chairman of the Board, if
any, the Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and
present and acting, by a Chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as the Secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a Secretary of the meeting.
- PROXY REPRESENTATION. At any meeting of stockholders, any
stockholder may designate another person or persons to act for him
by proxy in any manner described in, or otherwise authorized by, the
provisions of Section 78.355 of the General Corporation Law.
- INSPECTORS. The Directors, in advance of any meeting,
may, but need not, appoint one or more Inspectors of Election to act
at the meeting or any adjournments thereof. If an Inspector or
Inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more Inspectors. In case any
person who may be appointed as an Inspector fails to appear or act,
the vacancy may be filled by appointment made by the Directors in
advance of the meeting or at the meeting by the person presiding
thereat. Each Inspector, if any, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector at such meeting with strict impartiality and
according to the best of his ability. The Inspectors, if any, shall
determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the Inspector or Inspectors, if any, shall
make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
- QUORUM. Stockholders holding at least a majority of the
voting power are necessary to constitute a quorum at a meeting of
stockholders for the transaction of business unless the action to be
taken at the meeting shall require a greater proportion. The
stockholders present may adjourn the meeting despite the absence of
a quorum.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote. In the election of Directors, a plurality of
the votes cast shall elect. Any other action is approved if the
number of votes cast in favor of the action exceeds the number of
votes cast in opposition to the action, except where the General
Corporation Law, the Articles of Incorporation, or these Bylaws
prescribe a different percentage of votes and/or a different
exercise of voting power. In the election of Directors, voting need
not be by ballot; and, except as otherwise may be provided by the
General Corporation Law, voting by ballot shall not be required for
any other action.
Stockholders may participate in a meeting of stockholders by means
of a conference telephone or similar method of communication by
which all persons participating in the meeting can hear each other.
- STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may
otherwise be provided by the General Corporation Law, any action
required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if a written consent thereto is
signed by stockholders holding at least a majority of the voting
power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of
written consents is required. In no instance where action is
authorized by written consent need a meeting of stockholders be
called or noticed.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the
corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof for services in any capacity.
The use of the phrase "whole Board" herein refers to the total
number of Directors which the corporation would have if there were
no vacancies.
2. QUALIFICATIONS AND NUMBER. Each Director must be at least 18
years of age. A Director need not be a stockholder or a resident of
the State of Nevada. The initial Board of Directors shall consist
of one person. Thereafter the number of Directors constituting the
whole Board shall be at least one. Subject to the foregoing
limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of
the Directors, or, if the number is not fixed, the number shall be
two. The number of Directors may be increased or decreased by
action of the stockholders or of the Directors.
3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of
the General Corporation Law of Nevada. The first Board of Directors
shall hold office until the first election of Directors by
stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any Director may resign
at any time upon written notice to the corporation. Thereafter,
Directors who are elected at an election of Directors by
stockholders, and Directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until
the next election of Directors by stockholders and until their
successors are elected and qualified or until their earlier
resignation or removal. In the interim between elections of
Directors by stockholders, newly created directorships and any
vacancies in the Board of Directors, including any vacancies
resulting from the removal of Directors for cause or without cause
by the stockholders and not filled by said stockholders, may be
filled by the vote of a majority of the remaining Directors then in
office, although less than a quorum, or by the sole remaining Director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board
shall be held as soon after its election as the Directors may
conveniently assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Nevada as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any,
the Vice-Chairman of the Board, if any, or the President, or by a
majority of Directors in office.
- NOTICE OR ACTUAL CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been
fixed. Written, oral, or any other mode of notice of the time and
place shall be given for special meetings in sufficient time for the
convenient assembly of the Directors thereat. Notice if any need
not be given to a Director or to any member of a committee of
directors who submits a written waiver of notice signed by him
before or after the time stated therein.
- QUORUM AND ACTION. A majority of Directors then in
office, at a meeting duly assembled, shall constitute a quorum. A
majority of the Directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as
the Articles of Incorporation or these Bylaws may otherwise provide,
and except as otherwise provided by the General Corporation Law, the
act of the Directors holding a majority of the voting power of the
Directors, present at a meeting at which quorum is present, is the
act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the
General Corporation Law and these Bylaws which govern a meeting of
Directors held to fill vacancies and newly created directorships in
the Board or action of disinterested Directors.
Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such
committee, as the case may be, by means of a telephone conference or
similar method of communication by which all persons participating
in the meeting hear each other. Participation in a meeting by said
means constitutes presence in person at the meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if
any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairman of the Board, if any and if present and
acting, or the President, if present and acting, or any other
Director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the Directors may be
removed for cause or without cause in accordance with the provisions
of the General Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the
Board of Directors may designate one or more committees which have
such powers and duties as the Board shall determine. Any such
committee, to the extent provided in the Resolution or Resolutions
of the Board, shall have and may exercise the powers and authority
of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of
the corporation to be affixed to all papers on which the corporation
desires to place a seal or stamp. Each committee must include at
least one Director. The Board of Directors may appoint natural
persons who are not Directors to serve on committees.
7. WRITTEN ACTION. Any action required or permitted to be taken
at a meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, a
written consent thereto is signed by all members of the Board or of
the committee, as the case may be.
ARTICLE III
1. OFFICERS. The corporation must have a President, a
Secretary, and a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a
Vice-Chairman of the Board, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers and agents with
such title as the Resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the
Board of Directors or chosen in the manner determined by the Board
of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the
Resolution choosing him, no officer other than the Chairman of the
Board, if any, and the Vice-Chairman of the Board, if any, need be a
Director.
3. TERM OF OFFICE. Unless otherwise provided in the Resolution
choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the
next annual meeting of stockholders and until his successor shall
have been chosen or until his resignation or removal before the
expiration of his term.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or
in the manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and
operation of the corporation as shall be prescribed in the
Resolution designating and choosing such officers and prescribing
their authority and duties, and shall have such additional authority
and duties as are incidental to their office except to the extent
that such Resolutions or instruments may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in
the State of Nevada is the address of the initial Resident Agent of
the corporation, as set forth in the original Articles of
Incorporation.
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its
Articles of Incorporation, and all amendments thereto, and a copy,
certified by the Secretary of the corporation, of these Bylaws, and
all amendments thereto. The corporation shall also keep at said
registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of
all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of
the stock ledger or duplicate stock ledger, and the present and
complete post office address, including the street and number, if
any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the
Bylaws, if any, adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy
of the Bylaws of Kaw Acquisition Corporation, a Nevada corporation,
as in effect on the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated: 06/29/00
By: /s/ Peter R. Goss
Peter R. Goss
President of Kaw Acquisition Corporation
ATTEST:
/s/ Peter R. Goss
Secretary
[ S E A L ]
EXHIBIT 3.3
Number Shares
Incorporated under the laws of the State of Nevada
KAW ACQUISITION CORPORATION
The Corporation is authorized to issue 100,000,000 Common Shares -
Par Value $.001 each
This certifies that ______________________________ is the owner of
____________________ fully paid and non-assessable shares of the
Common Shares of the above Corporation transferable only on the
books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly
endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate
to be signed by its duly authorized offices and to be sealed with
the Seal of the Corporation.
Dated ___________________________
_______________________________ _____________________________
Secretary President
[SEAL]
[ Reverse side of stock certificate ]
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.
Additional abbreviations may also be used though not in the list.
TEN COM as tenants in common
TEN ENT as tenants by the
entireties
JT TEN as joint tenants with
right of survivorship
and not as tenants in
common
UNIF GIFT MIN ACT __________ Custodian under
Uniform Gifts to Minors Act
__________ (State)
For value received, the undersigned hereby sells, assigns and
transfers unto _________________________ (please insert social
security or other identifying number of assignee) ___________________
________________________________________________(please print or typewrite
name and address of assignee)
______________________________ Shares represented by the
within Certificate, and hereby irrevocably constitutes and appoints
_________________________ Attorney to transfer the said shares on
the books of the within-named Corporation with full power of
substitution in the premises.
Dated, _______________________________________
_______________________________________
In presence of _______________________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular
without alteration or enlargement, or any change whatever.
