EFTA01295246.pdf

PAGE 1 State ofDelaware Office of the Secretary of State I, WILLIAM T. OJILLEN, SECRETARY DF STATE OF THE STATE OF DELAWARE, DO HERESY CERTIFY THE ATTACHED IS A TRUE AND CORRECT LOH niCult Po RAI 3F "ZORRO DEVELOPMENT CORP." FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MARCH, E D. 1993, AT 9 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDE D TO XENT COUNTY RECORDER DF DEEDS FOR RECORDING. • * * * * * * 2Ja.t.._ 7 as William T Quillen. SecreraryofState AUTHENTICATION' 4 3.324 ,C 2 753076077 DATE: 03/18/1 993 SDNY_GM_00054008 CONFIDENTIAL — PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0016832 EFTA_00164578 EFTA01295246  CERTIFICATE OF INCORPORATION OF ZORRO DEVELOPMENT CORP. the purpose The undersigned, a natural person, for ucting the business and of organizing a corporation for cond ed, under the promoting the purposes hereinafter stat ents of the laws of provisions and subject to the requirem y Chapter 1, Title 8 of the State of Delaware (particularl ry thereof and the Delaware Code and the acts amendato ed and referred to tifi supplemental thereto, and known, iden Corp orat ion Law of the State of Delaware"), as the "General hereby certifies that: fter FIRST: The name of the corporation (hereina called the "corporation") is ZORRO DEVELOPMENT CORP. er, SECOND: The address, including street, numb ster ed offi ce of the city, and county, of the regi 32 Loockerman corporation in the State of Delaware is of Dove r, Coun ty of Kent; and the Square, Suite L-100, City corporation in the State name of the registered agent of the oration System, Inc. of Delaware is The Prentice-Hall Corp to THIRD: The purpose of the corporation is whic h corp orations engage in any lawful act or activity for ion Law of the Corporat may be organized under the General State of Dela ware . stock which FOURTH: The total number of shares of to issu e is Three the corporation shall have authority of such shares is each Thousand (3,000). The par value of one clas s and are are of One Mil ($.001). All such shares shares of Common Stock. k of the No holder of any of the shares of the stoc r auth oriz ed and issued, corporation, whether now or hereafte crib e for to purc hase or subs shall be entitled as of right al shar es of s, or any addi tion any unissued stock of any clas ease of the on of any incr any class to be issued by reas s of the corporation, or authorized capital stock of any clas bonds, certificates of inde bted ness , debentures, or other any class of the securities convertible into stock of SDNY_GM_00054009 CONFIDENTIAL- PURSUANT TO FED. RWrilITIE)EENir1/U. DB-SONY-0016833 EFTA_00164579 EFTA01295247  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, or carrying any right to purchase 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 are as follows: NAME MAILING ADDRESS N. S. Truax 32 Loockerman Square, Suite L-100 Dover, Delaware 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 or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 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 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 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. -2- SDNY_GM_00054010 CONFIDENTIAL-PURSUANTTOFED.R.calfi IE)EENTFIAL_ DB-SONY-001683a EFTA 00164580 EFTA01295248  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 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 -3- SDNY_GM_00054011 CONADENTIAL-PURSUANTTOFED.R.CONfi IE)EENTFIAL_ DB-SONY-0016835 EFTA_00164581 EFTA01295249  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 the provisions of 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 the provisions of 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. 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 laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on March 17, 1993. - 77 N. S. Tr a> Incorporator -4- SDNY_GM_00054012 CONADENTIAL-PURSUANTTOFED.R.cOnfi IE)EENTFIAL_ DB-SONY-0016836 EFTA_00164582 EFTA01295250  Erto P. Sena $4ate of New /Spiro Crithman Jerome D. Mock Site Corporation (gottuniosion P.O. Oran( 1269 Commissioner Telephone (505) 827-4511 Louie E. OMMNepss CORPORATION DEPARTMENT Commissioner Santa Ye 87504-1269 MAY 24, 1993 HINKLE, COX, EATON, COFFIELD AND HENSLEY ATTORNEYS AT LAW 500 MARQUETTE NW/SUITE 800 ALBUQUERQUE ,NM 87102 RE: ZORRO DEVELOPMENT CORP. SCCE1815137 THIS COMMISSION HAS APPROVED AND FILED THE APPLICATION FOR CERTIFICATE OF AUTHORITY,FOR THE ABOVE REFERENCED CORPORATION, EFFECTIVE MAY 21, 1993. THE ATTACHED CERTIFICATE OF AUTHORITY SHOULD BECOME A PERMANENT DOCUMENT OF THE CORPORATION'S CORPORATE RECORDS. THE ATTACHED CERTIFICATE DOES NOT CONSTITUTE AUTHORIZATION FOR THE ABOVE REFERENCED CORPORATION TO TRANSACT ANY BUSINESS WHICH REQUIRES COMPLIANCE 'ITH OTHER APPLICABLE FEDERAL OR STATE LAWS, INCLUDING, BUT NOT LIMITED TO, TATE LICENSING REQUIREMENTS. IT IS THE CORPORATION'S SOLE RESPONSIBLITY TO OBTAIN SUCH COMPLIANCE WITH ALL LEGAL REQUIREMENTS APPLICABLE THERETO PRIOR TO ENGAGING IN THE BUSINESS FOR WHICH IT HAS OBTAINED THE ATTACHED CERTIFI- CATE OF AUTHORITY. REQUIRED FILING INFORMATION, WITH THE COMMISSION, FOLLOWS: THE ENCLOSED FIRST REPORT IS TO BE COMPLETED AND FILED BY JUNE 23, 1993, WITH A FILING FEE OF $20.00. THE ORIGINAL FIRST REPORT IS TO BE FILED WITH OUR OFFICE, THE COPY IS FOR YOUR CORPORATE RECORDS. THEREAFTER, A CORPORATE REPORT MUST BE FILED BIENNIALLY ON OR BEFORE THE FIFTEENTH DAY OF THE THIRD MONTH FOLLOWING THE CORPORATION'S TAXABLE YEAR END. LATE FILING PENALTY OF $100.00 WILL BE ADDED FOR UNTIMELY FILING OF ANY REPORT. THE FIRST REPORT IS NOT FILED IN LIEU OF ANY REQUIRED CORPORATE REPORT. THE REPORT IS REQUIRED TO RE FILED WHETHER A CORPORATION IS ACTIVE OR INACTIVE OR UNTIL SUCH TIME THAT THE CORPORATION IS RELIEVED FROM FILING THE REPORT AS REQUIRED BY LAW. A SUPPLEMENTAL REPORT SHALL BE FILED WITHIN THIRTY DAYS IF, AFTER FILING OF THE CORPORATE REPORT, A CHANGE IS MADE AFFECTING THE REPORT. PLEASE CONTACT THIS COMMISSION FOR ADDITIONAL INFORMATION AND SUPPLEMENTAL REPORT FORMS. YOUR CANCELLED CHECK, AS VALIDATED BY THIS COMMISSION, IS YOUR RECEIPT. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE CHARTERED DOCUMENT DIVISION AT (505) 827-4511 FOR ASSISTANCE. .AARTERED DOCUMENT DIVISION RKG SDNY_GM_00054013 CONFIDENTIAL-PURSUANTTOFED.R.CADAUT IE)EENTFIAL_ DB-SONY-0016837 EFTA ()1164583 EFTA01295251