【正文】 the registered office of the Corporation in the State of Delaware is [_____________], in the City of [__________], County of [__________]. The name of its registered agent at such address is [_____________________].Third: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.Fourth: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) [_____] shares of Common Stock, $[_____] par value per share (“Common Stock”) and (ii) [______] shares of Preferred Stock, $[______] par value per share (“Preferred Stock”). The number of authorized shares of Common Stock should be high enough to cover all outstanding shares of Common Stock, plus all shares of Common Stock (i) issuable upon exercise of outstanding options and all other unmitted shares of stock available for grant under the stock plan pool, (ii) issuable upon the conversion of shares of designated Preferred Stock, including, if applicable, accrued dividends, (iii) issuable upon the exercise or conversion of all other securities exercisable for or convertible into Common Stock (., warrants and convertible promissory notes), and (iv) issuable within a reasonable time frame in respect of any pounding dividend, if applicable. Consideration should also be given to authorizing additional shares of Common Stock to permit the Board of Directors to issue such stock in connection with future events, such as acquisitions of other panies or businesses or in lending transactions. Note, however, that many venture capital investors will not permit the authorization of significant amounts of (or even any) additional shares of Common Stock.The decision to select par or no par stock and, if par, what par value, has two consequences. First, as explained in more detail below, it determines the filing fee owed to the State of Delaware upon filing the Certificate of Incorporation. Second, in Delaware, the aggregate par value of the outstanding stock is subtracted from the net assets of the corporation in determining the amount of the corporation’s funds that are “surplus” lawfully available for the payment of dividends and the repurchase or redemption of stock. See 8 Del. C 167。 provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation 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 with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law]. This proviso is intended to ensure that where an amendment to the Certificate of Incorporation (or a Certificate of Designations created pursuant to any “blank check” authority) affects only a series of Preferred Stock, such amendment may be approved by only the holders of the affected series of Preferred Stock, without the necessity of approval by the holders of Common Stock. Section 212 of the General Corporation Law states that, unless otherwise provided in the Certificate of Incorporation, each share of capital stock is entitled to one vote on all matters presented to stockholders for a vote. Any amendment to the Certificate of Incorporation must be effected in accordance with the procedure in Section 242 of the General Corporation Law, which typically includes the vote of the holders of the Common Stock. Accordingly, it may be desirable to provide in the Certificate of Incorporation that only the holders of the affected series of Preferred Stock need vote on an amendment to the terms of such series. This is not a mon provision, however, and adding it to the Certificate of Incorporation may require a class vote of the Common Stock. [There shall be no cumulative voting.] See the introductory notes to this form regarding Section 2115 of the California Corporations Code. Alternative provision: No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the Corporation is subject to Section 2115 of the California Corporations Code. During such time or times that the Corporation is subject to Section 2115(b) of the California Corporations Code, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting, and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected. [The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all ou