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CERTIFICATE OF INCORPORATION OF [ Company Name ]

Under Section 402 of the Business Corporation Law

FIRST:   The name of the corporation is [ Company Name ] (the “Corporation”).

SECOND: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law. The Corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

THIRD: The county, within this state, in which the office of the Corporation is to be located is: [ County Name ].

FOURTH: The Corporation shall have authority to issue one class of shares consisting of 200 common shares without par value.

FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the Corporation is: [ Corporation’s Mailing Address ].

SIXTH:

(A) The liability of the directors of the Corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permissible under New York law.

(B) The Corporation shall indemnify to the fullest extent permissible under New York 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 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.

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

INCORPORATOR INFORMATION REQUIRED

[ Incorporator Signature ]   

[ Printed Incorporator Name ]

[ Address ]

[ City, State, Zip Code ]