Certificate of Incorporation出资证明.docx

Certificate of Incorporation出资证明

RESTATED CERTIFICATE OF INCORPORATION

OF

AAA, INC.

AAA, Inc., a corporation organized and existing under the General Corporation Law of the State of _________, does hereby certify:

1. The original Certificate of Incorporation was filed with the Secretary of State on _________(M,D,Y).

2. The following Restated Certificate of Incorporation was duly adopted by the corporation's Board of Directors in accordance with the provisions of Section 245 of the General Corporation Law of the State of _________ and only restates and integrates and does not further amend the provisions of the corporation's Certificate of Incorporation as heretofore amended and supplemented, and there is no discrepancy between those provisions and the following:

ARTICLE 1.

NAME

The name of this corporation is AAA, Inc.

ARTICLE 2.

REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation is _________, and the name of its initial registered agent at such address is Corporation Service Company.

ARTICLE 3.

PURPOSES

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE 4.

SHARES

The total authorized stock of this corporation shall consist of _________ shares of common stock having a par value of $,_________ per share and _________ shares of preferred stock having a par value of $,_________ per share. Authority is hereby expressly granted to the Board of Directors to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of the corporation. This corporation shall from time to time in accordance with the laws of the State of _________ increase the authorized amount of its Common Stock if at any time thenumber of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the conversion of the Preferred Stock.

The Preferred Stock shall be divided into series, and _________ shares of Preferred Stock are designated Series A Preferred Stock ("Series A Preferred Stock"). The Series A Preferred Stock shall have the rights, preferences and other terms as are set forth in this Article 4.

4.1. Dividends.

(a) The holders of the Series A Preferred Stock shall be entitled to receive dividends, prior and in preference to any dividend on Common Stock, at the rate of $,_________ per share of Series A Preferred Stock, per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares), whenever funds are legally available and when and if declared by the Board of Directors. The dividends shall be non-cumulative and non-accruing.

(b) No dividends (other than those payable solely in Common Stock) shall be paid on any Common Stock of the Corporation during any fiscal year of the Corporation until dividends in the total amount set forth above per share of Series A Preferred Stock per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares) shall have been paid or declared and set apart during that fiscal year on the Series A Preferred Stock, and no dividends shall be paid on any share of Common Stock unless a dividend (including, for this purpose the amount of any dividends paid pursuant to the provisions of Subsection 4.1(a)) is paid with respect to all outstanding shares of Series A Preferred Stock in an amount for each such share of Series A Preferred Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series A Preferred Stock could then be converted.

4.2. Liquidation Preference.