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State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "YAPALOT COMMUNICATIONS HOLDINGS INC.", FILED IN THIS OFFICE ON
THE SIXTH DAY OF APRIL, A.D. 2000, AT 4:00 P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
3208131 8100 AUTHENTICATION: 0370135
001178315 DATE: 04-10-00
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CERTIFICATE OF INCORPORATION
OF
YAPALOT COMMUNICATIONS HOLDINGS INC.
1. The name of the corporation is: Yapalot Communications Holdings Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware. In general, to possess
and exercise all the powers and privileges granted by the General Corporation
Law of Delaware or by any other law of Delaware or by this Certificate of
Incorporation together with any powers incidental thereto, so far as such powers
and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the corporation.
4. The total number of shares of stock which the corporation shall have
authority to issue is: fifty million (50,000,000) shares $.001 par value per
share.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
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Yuval Barzakay 4884 Dufferin Street, Unit 1
Toronto, Ontario M3H 5S8
The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:
NAME MAILING ADDRESS
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Yuval Barzakay 4884 Dufferin Street, Unit 1
Toronto, Ontario M3H 5S8
Marilyn Benlolo 4884 Dufferin Street, Unit 1
Toronto, Ontario M3H 5S8
6. The corporation is to have perpetual existence.
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7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation and conduct such
business in the best interests of the corporation.
8. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
9. A director of the corporation shall not be personally 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 6th day of April, 2000.
/s/ Yuval Barzakay
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Yuval Barzakay, Incorporator
