CERTIFICATE OF INCORPORATION
OF
ESQUIRE FUNDING GROUP, INC.
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of a lease 18 years of age and
acting as the incorporator of the Corporation hereby formed under the Business
Corporation Law of the State of New York, DOES HEREBY CERTIFY THAT:
FIRST: ESQUIRE FUNDING GROUP, INC. shall be the name of the Corporation.
SECOND: The Corporation is formed for the following purposes:
To carry on the activity of mortgage brokering, mortgage
banking and other related financial and lending services,
subject to the appropriate governmental approval.
To purchase or otherwise acquire, hold, own, improve, manage,
operate, sell, exchange, convey, transfer, lease, mortgage,
finance, hypothecate, encumber, and otherwise dispose of, and
deal with, real property, improved or unimproved, and personal
property, tangible or intangible, including without limitation
good, wares and merchandise of every description and the
securities and obligations of any issuer, whether or not
incorporated.
To enter into, perform and carry out contracts and agreements
of every kind and nature, with any person, firm, corporation
or other entity, and any state, county, municipal or other
governmental body, including all boards, bureaus and agencies
thereof.
To carry on any other activities necessary to, in connection
with or incidental to the foregoing.
To exercise the powers, in furtherance of the corporate
purposes, granted by the New York Business Corporation Law,
including without limitation the powers enumerated in Section
202 thereof.
The provisions of this Article shall be construed as purposes and objects, and
the matters expressed in each provision hereof shall not be limited in any way,
except as otherwise expressly provided herein, by reference to or inference from
the terms of any other provision hereof, and shall be regarded as independent
purposes and objects. The enumeration of specified purposes and objects shall
not be construed to exclude, limit or otherwise restrict in any manner any
power, right or privilege given to the Corporation herein or by law, or to limit
or restrict in any manner the meaning of the provisions hereof, or the general
powers of the Corporation, nor shall the expression of one thing be deemed to
exclude another, although it be of like nature, not expresses.
THIRD: The office of the Corporation shall be located in the County of New York
and State of New York.
FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is 200 shares, no par value, all of which shall be of the
same class and all of which hereby are designated as common stock, Each share of
the common stock of the Corporation shall have one vote for all corporate
purposes, with no cumulative voting rights. Each share of common stock shall
have equal rights on dissolution, corporate distribution and for all other
corporate purposes.
FIFTH: No shareholder of the Corporation, by reason of the shareholdings of such
shareholder, shall have any preemptive right to purchase, subscribe to, or have
first offered to, any shares of any class of the Corporation, presently or
subsequently authorized, or any notes, debentures, bonds or other securities of
the Corporation convertible into, or carry options or warrants to purchase,
shares of any class, presently or subsequently authorized (whether or not the
issuance of any such shares or such notes, debentures, bonds or other securities
would adversely affect the dividend or voting rights of such shareholders),
other than such rights, if any, as the Board of Directors in its sole discretion
from time to time may grant, at such prices as the Board of Directors in its
discretion may fix. The Board of Directors may issue shares of any class of the
Corporation, or any notes, debentures, bonds or other securities convertible
into, or carrying options or warrants to purchase, shares of any class without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class.
SIXTH: The Corporation, to the fullest extent permitted by Section s722, 723 and
724 of the New York Business Corporation Law, as the same may be amended an
supplemented, shall indemnify any and all persons whom it shall have power to
indemnify under said Sections from and against any and all of the expenses,
liabilities or other matters referred to in, or covered by, said Sections. The
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or directors, or otherwise, both as to action in his
official capacity and as to action in any other capacity while holding such
office. The indemnification provided for herein shall continue as to a person
who has ceased to be a director, officer, employee or agent of the Corporation,
and shall inure to the benefit of the heirs, executors and administrators of
such person.
IN WITNESS WHEREOF, the undersigned has executed and acknowledged this
Certificate on December 5, 1988
/s/ Elliot H. Fuld
------------------------
ELLIOTT H. FULD
Incorporator
342 Madison Avenue
Suite 902
New York, New York 10173
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 5th day of December, 1988, before me personally came ELLIOTT H.
FULD, to me know to be the individual described in and who executed the
foregoing certificate, and acknowledged that he executed said certificate.
/s/ Yoram Gafni
---------------------------
Yoram Gafni
Notary Public, State of New York
No. 41-4809631
Qualified in Queens County
Commission Expires 6/11/90
