EX-3.1 9 exh31.htm STATE OF DELEWARE

Exhibit 3.1

 

 

State of Deleware

Secretary of State

Office of Corporations

Delivered 01:12 PM 03/05/2019

Filed 01:12 PM 03/05/2019

SR 20191759396 - File Number 7179154

 

CERTIFICATE OF INCORPORATION

OF

CERBERUS CYBER SENTINEL CORPORATION

ARTICLE I

The name of the corporation is Cerberus Cyber Sentine1 Corporation (the "Corporation").

ARTICLE II

The address of the Corporation's registered office in the state of Delaware is c/o Agents and Corporations, Inc., 1201 Orange Street, Suite 600, Wilmington, New Castle County, Delaware I 9801. The name of its registered agent at such address is Agents and Corporations, Inc., 1201 Orange Street, Suite 600, Wilmington, New Castle County, Delaware 19801.

ARTICLE III

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

ARTICLE IV

The aggregate number of shares which the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares of capital stock all of which shall be designated "Common Stock" and have a par value of $0.00001 per share.

ARTICLE V

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal By]aws of the Corporation.

Distributions by the Corporation may be made without regard to "preferential dividends arrears amount" or any "preferential rights," as such terms may be used in Section 500 of the California Corporations Code (to the extent applicable).

ARTICLE VI

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personal1y liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VII

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws, (D) any action or proceeding asserting a claim as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

ARTICLE VIII

The name and mailing address of the incorporator are as follows:

David G. Jemmett

2700 North Central, Suite 900

Phoenix, Arizona 85004

 

Executed on March 4, 2019.

 

  /s/ David G. Jemmett
  David G. Jemmett
  Incorporator

 

 

 

 

 

 

 

 

 

 

 

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12/4/2018   Division of Corporations - Filing

 

 

 

Reservation Number   Entity Name   Entity Type   Cost ($)   Status   Expiration Date
7179154   Cerberus Cyber Sentinel CORPORATION   Corporation   $75.00   Reserved   4/4/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

https://lcls.corp.delaware.gov/ecorp/NameReserv/NameReservSfatusPF.aspx

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