Exhibit
3.1
CERTIFICATE
OF INCORPORATION
OF
PLASTRON
ACQUISITION CORP. II
(Pursuant
to Section 102 of the Delaware General Corporation Law)
1.
The
name of the corporation is Plastron Acquisition Corp. II (the
"Corporation").
2.
The
address of its registered office in the State of Delaware is 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name
of
its registered agent at such address is the Corporation Service
Company.
3.
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 of Delaware (the "DGCL").
4.
The
Corporation is to have perpetual existence.
5.
The
total number of shares of capital stock which the Corporation shall have
authority to issue is: Eighty Five Million (85,000,000). These shares shall
be
divided into two classes with 75,000,000 shares designated as common stock
at
$.0001 par value (the “Common Stock”) and 10,000,000 shares designated as
preferred stock at $.0001 par value (the “Preferred Stock”).
The
Preferred Stock of the Corporation shall be issued by the Board of Directors
of
the Corporation in one or more classes or one or more series within any class
and such classes or series shall have such voting powers, full or limited,
or no
voting powers, and such designations, preferences, limitations or restrictions
as the Board of Directors of the Corporation may determine, from time to
time.
Holders
of shares of Common Stock shall be entitled to cast one vote for each share
held
at all stockholders' meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.
No
holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue
of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money,
for
consideration other than money, or by way of dividend.
6.
The
Board of Directors shall have the power to adopt, amend or repeal the by-laws
of
the Corporation.
7.
No
director shall be personally liable to the Corporation or its stockholders
for
monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable
to
the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the DGCL or (iv) for any transaction
from
which the director derived an improper personal benefit. If the DGCL hereafter
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Corporation, in addition
to the limitation on personal liability provided herein, shall be limited to
the
fullest extent permitted by the amended DGCL. No amendment to or repeal of
this
Article 7 shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts
or
omissions of such director occurring prior to such amendment.
8.
The
Corporation shall indemnify, to the fullest extent permitted by Section 145
of
the DGCL, as amended from time to time, each person that such section grants
the
Corporation the power to indemnify.
9. The
name
and mailing address of the incorporator is Jamie Bogart, c/o Feldman Weinstein
LLP,
420
Lexington Avenue, Suite 2620, New York, New York 10170.
IN
WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named,
has
executed, signed and acknowledged this certificate of incorporation this
24th
day of
January, 2006.
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/s/ Jamie Bogart |
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Jamie
Bogart |
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Incorporator |