CERTIFICATE OF INCORPORATION
OF
CAR PARTS ONSALE, INC
FIRST. The name of this corporation shall be:
CAR PARTS ONSALE, 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 amy 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-Five Million (25,000,000) shares with a par value of One Cent ($.01) per
share, amounting to Two Hundred and Fifty Thousand Dollars ($250,000.00).
FIFTH. The name and address of the incorporator is a follows:
Donna Brooks
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the powers to adopt, amend
or repeal the by-law
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 whicgh 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 repeal ot 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 anhy acts omission of such
director occuring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named,
has executed, signed and acknowledge this certificate of incorporation this
nineteenth day of April, A.D., 1999
/s/DONNA BROOKS
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Donna Brooks
Incorporator
