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Exhibit 2.1
CERTIFICATE OF INCORPORATION
OF
DIAMOND DISCOVERIES INTERNATIONAL CORP.
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The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is:
DIAMOND DISCOVERIES INTERNATIONAL CORP.
SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 15 East North
Street, Dover, County of Kent, DE 19901; and the name of the registered agent at
such address is United Corporate Services, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of shares which this Corporation shall have
the authority to issue is One Hundred Million (100,000,000) shares, as follows:
a. Common Stock. Of the total authorized capital stock, the Corporation
shall have the authority to issue Eighty Million (80,000,000) shares with the
par value of one ($.001) mil each, which shares shall be designated "Common
Stock".
b. Preferred Stock. Of the total authorized capital stock, the corporation
shall have the authority to issue Twenty Million (20,000,000) shares with the
par value of one ($.00l) mil each, which shares shall be designated "Preferred
Stock".
A. Shares of Preferred Stock may be issued from time to time in one
or more series, each such series to have distinctive serial designations,
as shall hereafter be
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determined in the resolution or resolutions providing for the issuance of
such Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority so to do which is hereby vested in the Board of
Directors, which resolutions shall be filed with the Secretary of State of
the State of Delaware as required by law.
B. Each series of Preferred Stock
(i) may have such number of shares;
(ii) may have such voting powers, full or limited, or may be
without voting powers;
(iii) may be subject to redemption at such time or times and
at such prices;
(iv) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such
conditions, from such date or dates, and at such times, and
payable in preference to, or in such relation to the dividends
payable on any other class or classes or series of stock;
(v) may have such rights upon the dissolution of, or upon any
distribution of the assets of the Corporation;
(vi) may be convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same
or any other class or classes of stock of the Corporation at
such price or prices or at such rates of exchange, and with
such adjustments;
(vii) may be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or redemption of
shares of such series in such amount or amounts;
(viii) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of this
Corporation or any subsidiary, upon the issuance of any
additional stock (including additional shares of such series
or of any other series), and upon the payment of dividends or
the making of other distributions on, and the purchase
redemption or other acquisition by this Corporation or any
subsidiary of any outstanding stock of this Corporation; and
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(xi) may have such other relative, participating, optional or
other rights, qualifications, limitations or restrictions, all
as shall be stated in said resolution or resolutions providing
for the issuance of such Preferred Stock. Except where
otherwise set forth in the resolution or resolutions adopted
by the Board of Directors providing for the issuance of any
series of Preferred Stock, the number of shares comprising
such series may be increased or decreased (but not below the
number of shares then outstanding) from time to time by like
action of the Board of Directors.
C. Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable,
have been converted into or exchanged for shares of stock of any other
class or classes shall have the status of authorized and unissued shares
of Preferred Stock and may be reissued as a part of the series of which
they were, subject to the conditions or restriction on issuance set forth
in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of any series of Preferred stock and subject to
any filing required by law.
No holder of any of the shares of the stock of the corporation, whether
now or hereafter authorized and issued shall be entitled as of right to purchase
or subscribe for unissued stock of any class, or any additional shares of any
class to be issued by reason of any increase of the authorized capital stock of
any class of the corporation, or bonds, certificates of indebtedness,
debentures, or other securities convertible into stock of any class of the
corporation, or carrying any right to purchase stock of any class of the
corporation, but any such unissued stock or any such additional authorized issue
of any stock or of other securities convertible into stock, may be issued and
disposed of pursuant to resolution of the Board of Directors to such persons,
firms, corporations, or associations, and upon such terms, as may be deemed
advisable by the Board of Directors in the exercise of its discretion.
FIFTH: The name and the mailing address of the incorporator is:
Gerald A. Adler
Bondy & Schloss LLP
6 East 43rd Street
New York, New York 10017
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SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all of the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by or in the manner provided in the By-Laws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
Corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other By-Laws of the Corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the By-Laws of the
Corporation may be exercised by the Board of Directors of the Corporation;
provided, however, that any provision for the classification of directors
of the Corporation for staggered
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terms pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in an
initial By-Law or in a By-Law adopted by the stockholders entitled to vote
of the Corporation unless provisions for such classification shall be set
forth in this certificate of incorporation.
3. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the Corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of Section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
TENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions,
authorized by the laws of the State of Delaware at the time in force, may be
added or inserted in the manner and at the time prescribed by said stockholders
of the Corporation.
Signed on April 21, 2000
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Gerald A. Adler
Incorporator
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