The undersigned incorporator, for the purpose of forming a corporation under the California Corporations Code, hereby certifies:
1. The name of the Corporation is M. F. Technologies (the “Corporation”).
2. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
3. The name of the Corporation’s initial agent for service of process in the State of California is National Registered Agents, Inc.
4. The Corporation is authorized to issue one (1) class of stock to be designated "Common Stock". The total number of shares the Corporation is authorized to issue is One Thousand (1,000) shares, $0.01 par value per share.
5. (a) The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permitted under California law.
(b) This Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with the agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.
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Dated: July __, 2005 |
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Evelyn Hsu, Incorporator |