Delaware
The
First State
I,
HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "MOJO
HOPPING INC", FILED IN THIS OFFICE ON THE SECOND DAY OF
AUGUST, A.D. 2007, AT 4:13 O'CLOCK P.M.
A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
/s/
Harriet Smith Windsor, Secretary of State
Harriet
Smith Windsor, Secretary of State
Certificate
of Incorporation of Mojo Shopping Inc.
CERTIFICATE
OF INCORPORATION OF
MOJO
SHOPPING INC.
The
undersigned incorporator, for the purpose of incorporating a corporation under
the General Corporation Law of the State of Delaware, does execute this
Certificate of Incorporation and does hereby certify as follows:
ARTICLE
I
Corporate
Name
The
name
of the Corporation is MOJO SHOPPING
INC. (the "Corporation").
ARTICLE
II
Registered
Office
The
address of the registered office of the Corporation in the State of Delaware
is:
Corporation
Service Company
2711
Centerville Road Suite 400 Wilmington, Delaware 19808 New Castle County
The
name
of the Corporation's registered agent is Corporation Service
Company.
ARTICLE
III
Purpose
The
purpose of the Corporation is to engage in any lawful act or activity for which
a Corporation may be organized under the DGCL
ARTICLE
IV
Capital
Stock
A.
CLASSES
OF STOCK.
The
Corporation is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares
which the Corporation is authorized to issue is 100,000,000 shares. 90,000,000
shares shall be Common Stock, each having a par value of $0.001. 10,000,000
shares shall be Preferred Stock, each having a par value of
$O.OO1.
B.
ISSUANCE
OF PREFERRED STOCK
The
Preferred Stock may be issued from time to time in one or more series. The
Board
of Directors is hereby expressly authorized to provide for the issue of all
or
any of the shares of the
Preferred
Stock in one or more series, and to fix the number of shares and to determine
or
alter for each such series, such voting powers, full or limited, or no voting
powers, and such designation, preferences, and relative, participating,
optional, or other rights and such qualifications, limitations, or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such shares
and
as may be permitted by the DGCL. The Board of Directors is also expressly
authorized to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of shares
of
such series then outstanding. In case the number of shares of any series shall
be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of
the
resolution originally fixing the number of shares of such series.
C.
RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK.
1.
Dividend
Rights.
Subject
to the prior or equal rights of holders of all classes of
stock
at
the time outstanding having prior or equal rights as to dividends, the holders
of the Common Stock shall be entitled to receive, when and as declared by the
Board of Directors, out of any assets of the Corporation legally available
therefor, such dividends as may be declared from time to time by the Board
of
Directors.
2 Redemption.
The Common Stock is not redeemable upon demand of any holder thereof or upon
demand of the Corporation.
3.
Voting
Rights.
Each
outstanding share of Common Stock shall entitle the holder
thereof
to one vote on each matter properly submitted to the stockholders of the
Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Certificate of Incorporation (including any certificate of
designation filed with respect to any series of Preferred Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock if
the
holders of such affected series are entitled, either separately or together
as a
class with the holders of one or morc other such series, to vote thereon by
law
or pursuant to this Certificate of Incorporation (including any certificate
of
designation filed with respect to any series of Preferred Stock).
ARTICLE
V
Board
of Directors
A.
MANAGEMENT
OF BUSINESS
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 Board of Directors shall be fixed exclusively by resolutions
adopted by a majority of the authorized number of directors constituting the
Board of Directors.
B.
BOARD
OF
DIRECTORS
Election
of Directors.
Each
director will serve a term of one year. Notwithstanding the foregoing provisions
of this section, each director shall serve until his successor is duly elected
and qualified or until his death, resignation or removal. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director. The
directors
of the Corporation need not be elected by written ballot unless the bylaws
of
the Corporation (the "Bylaws") so provide.
Removal
of Directors.
Subject
to the rights of any series of Preferred Stock to elect additional directors
under specified circumstances, following the date of this Certificate of
Incorporation, no individual director may be removed without cause.
Subject
to any limitation imposed by law, any individual director or directors may
be
removed with cause by the affirmative vote of the holders of a majority of
the
voting power of all then-outstanding shares of capital stock of the Corporation
entitled to vote generally at an election of directors.
Vacancies.
Subject
to the rights of the holders of any series of Preferred Stock, any vacancies
on
the Board of Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships resulting from
any
increase in the number of directors, shall, unless the Board of Directors
determines by resolution that any such vacancies or newly created directorships
shall be filled by the stockholders, except as otherwise provided by law, be
filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors, and not by
the
stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for which
the vacancy was created or occurred and until such director's successor shall
have been elected and qualified.
ARTICLE
VI
Indemnification
A.
EXCULPATION
A
director of the Corporation shall not be personally liable to the Corporation
or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not
in good faith or which involve intentional misconduct or a knowing violation
of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
the director derived any improper personal benefit. If the DGCL is hereafter
amended to further reduce or to authorize, with the approval of the
Corporation's stockholders, further reductions in the liability of the
Corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall not be liable for any such breach to the fullest extent
permitted by the DGCL as so amended.
B.
INDEMNIFICATION
To
the
extent permitted by applicable law, the Corporation is also authorized to
provide indemnification of (and advancement of expenses to) such agents (and
any
other persons to which Delaware law permits the Corporation to provide
indemnification) through bylaw provisions, agreements with such agents or other
persons, voting of stockholders or disinterested directors or otherwise, in
excess of the indemnification and advancement otherwise permitted by Section
145
of the DGCL, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to
the
Corporation, its stockholders and others.
C.
EFFECT
OF
REPEAL OR MODIFICATION
Any
repeal or modification of any of the foregoing provisions of this Article VI
shall be prospective and shall not adversely affect any right or protection
of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director of the Corporation with respect to any acts or
omissions of such director occurring prior to, such repeal or modification.
ARTICLE
VII
Preemptive
Rights
No
holder
of shares of stock of the Corporation shall have any preemptive or other right,
except as such rights are expressly provided by contract, to purchase or
subscribe for or receive any shares of any class, or series thereof, of stock
of
the Corporation, whether now or hereafter authorized, or any warrants, options,
bonds, debentures or other securities convertible into, exchangeable for or
carrying any right to purchase any share of any class, or series thereof, of
stock; but such additional shares of stock and such warrants, options, bonds,
debentures or other securities convertible into, exchangeable for or carrying
any right to purchase any shares of any class, or series thereto of stock may
be
issued or disposed of by the Board of Directors to such persons, and on such
terms and for such lawful consideration as in its discretion it shall deem
advisable or as the Corporation shall have by contract agreed.
ARTICLE
VIII
Amendment
to Certificate of Incorporation
A
CORPORATION
The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, except as provided in paragraph B. of this Article VIII,
and all rights conferred upon the stockholders herein are granted subject to
this reservation.
B.
STOCKHOLDERS
Notwithstanding
any other provisions of this Certificate of incorporation or any provision
of
law which might otherwise permit a lesser vote or no vote, but in addition
to
any affirmative vote of the holders of any particular class or series of the
Corporation required by law or by this Certificate of Incorporation or any
certificate of designation filed with respect to a series of Preferred Stock,
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal Articles V, VI, VIII, IX, X, Xl.
ARTICLE
IX
Amendment
of Bylaws
The
Board
of Directors is expressly empowered to adopt, amend or repeal the Bylaws. The
stockholders shall also have power to adopt, amend or repeal the Bylaws;
provided, however, that, in addition to any vote of the holders of any class
or
series of stock of the Corporation
required
by law or by this Certificate of Incorporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of the Bylaws.
ARTICLE
X
Shareholder
Action
No
action
shall be taken by the stockholders of the Corporation except at an annual or
special meeting of stockholders called in accordance with the Bylaws. Special
meetings of the stockholders shall be called only by the President, the Chief
Executive Officer, the Chairman of the Board, or a majority of the Board of
Directors.
ARTICLE
XI
Shareholder
Meetings
Advance
notice of stockholder nominations for the election of directors and of business
to be brought by stockholders before any meeting of the stockholders of the
Corporation shall be given in the manner provided in the Bylaws.
ARTICLE
XII
Effective
Date
This
certificate shall be effective upon filing.
I,
The Undersigned, for
purpose of forming a corporation under the laws of the State of Delaware, do
make, file and record the Certificate, and do certify that the facts herein
stated are true, and I have accordingly hereunto set my hands this I st day
of
August, 2007.
By:
|
/s/
Ivona Janieszewski |
|
|
Name: |
Ivona
Janieszewski
6620
Escondido Street, #E
Las
Vegas, NV 89119
|