Articles of Incorporation成立公司协议

Articles of Incorporation成立公司协议

RESTATED ARTICLES OF INCORPORATION

OF

AAA, INC.

Pursuant to RCW 23B.10.070, the following constitutes Restated Articles of Incorporation of AAA, Inc., a _________(STATE) corporation.

ARTICLE I

NAME

The name of this Corporation is AAA, Inc.

ARTICLE II

DURATION

This Corporation is organized under the Washington Business Corporation Act (the "Act") and shall have perpetual existence.

ARTICLE III

PURPOSE AND POWERS

The purpose and powers of this Corporation are as follows: (a) to engage in any lawful business; (b) to engage in any and all activities that, in the judgment of the Board of Directors, may at any time be incidental or conducive to the attainment of the foregoing purpose; and (c) to exercise any and all powers that a corporation formed under the Act, or any amendment thereto or substitute therefor, is entitled at the time to exercise.

ARTICLE IV

CAPITAL STOCK

4.1 AUTHORIZED CAPITAL. The aggregate number of shares of capital stock which this Corporation shall be authorized to issue shall

be _________ (_________), divided into two classes as follows: _________ (_________) shares of common stock, $,_________

par value per share (the "Common Stock"), and _________ (_________) shares of preferred stock, $.par value per share (the

"Preferred Stock").

4.2 SPECIAL COMMON STOCK.

4.2.1 DESIGNATION. _________ (_________) shares of Common Stock shall be designated and known as "Special Common

Stock."

4.2.2 RECLASSIFICATION OF SPECIAL COMMON STOCK.

(a) If any shares of Special Common Stock are sold in a Qualified Sale (as defined in Section 4.2.2(b)), then, effective

immediately upon such sale (A) the number of authorized but undesignated shares of Common Stock of the

Corporation shall be increased by the number of shares of Special Common Stock so sold; (B) each share of

Special Common Stock so sold shall thereafter constitute one (1) share of Common Stock, the holder of which

shall be entitled to one (1) vote upon all matters submitted to a vote of shareholders; (C) the certificate or

certificates representing the shares of Special Common Stock that were outstanding immediately prior to such

sale shall, by virtue of the sale and without any action on the part of the holder, thereafter represent (I) to the

extent of the number of shares of Special Common Stock so sold, the corresponding number of shares of

Common Stock, and (II) the shares of Special Common Stock represented by such certificate or certificates

immediately prior to such sale, if any, that have not been so sold; and (D) if no shares of Special Common Stock

remain outstanding following the Qualified Sale, the designation of the Special Common Stock as a separate

series of Common Stock having the respective rights, preferences and limitations set forth in this Section 4.2

shall automatically terminate. Upon surrender of any such certificate to the Corporation, the Corporation shall

issue and deliver to the person entitled thereto a new certificate or certificates to represent the shares of Common

Stock and Special Common Stock, if any, represented by the surrendered certificate.

(b) For purposes of this Section 4.2.2, a "Qualified Sale" of shares of Special Common Stock shall mean a bona fide sale

of the shares by the holder thereof to a purchaser who is not directly, or acting on behalf of, an affiliate (as that

term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of

the holder.

4.2.3 VOTING RIGHTS. Each share of Common Stock shall be entitled to one (1) vote on all matters submitted to the

shareholders of the Corporation and each share of Special Common Stock shall not be entitled to vote, except as

required by law, in which case each share of Special Common Stock shall be entitled to one (1) vote.

4.2.4 RANKING. The rights and preferences of the Common Stock and the Special Common Stock shall be in all respects

identical, except as otherwise required by law or expressly provided in these Articles of Incorporation.

4.3 ISSUANCE OF PREFERRED STOCK IN SERIES.

4.3.1 AUTHORITY VESTED IN BOARD OF DIRECTORS. The Preferred Stock may be divided into and issued in series from

time to time. Authority is vested in the Board of Directors, subject to the limitations and procedures set forth in these

Articles of Incorporation or prescribed by law, to divide any part or all of such Preferred Stock into any number of

series, to fix and determine the relative rights and preferences of the shares of any series to be established, and to

amend the rights and preferences of the shares of any series that has been established but is wholly unissued.

4.3.2 AMENDMENT TO SERIES DECREASING SHARES. Within any limits stated in these Articles of Incorporation or in the

resolution of the Board of Directors establishing a series, the Board of Directors, after the issuance of shares of a

series, may amend the resolution establishing the series to decrease (but not below the number of shares of such series

then outstanding or reserved for issuance pursuant to the exercise of any outstanding warrants) the number of shares

of that series, and the number of shares constituting the decrease shall thereafter constitute authorized but

undesignated shares.

4.3.3 AUTHORITY LIMITED TO UNISSUED SHARES. The authority herein granted to the Board of Directors to determine the

relative rights and preferences of the Preferred Stock shall be limited to unissued shares, and no power shall exist to

alter or change the rights and preferences of any shares that have been issued.

4.4 ISSUANCE OF CERTIFICATES. The Board of Directors shall have the authority to issue shares of the capital stock of this

Corporation and the certificates therefor subject to such transfer restrictions and other limitations as it may deem necessary to

promote compliance with applicable federal and state securities laws, and to regulate the transfer thereof in such manner as may be calculated to promote such compliance or to further any other reasonable purpose.

4.5 NO CUMULATIVE RIGHTS. Shareholders of this Corporation shall not have the right to cumulate votes for the election of directors.