CERTIFICATE OF INCORPORATION
OF
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:
1.The name of the corporation is Kyto Technology and Life Science, Inc. (the “Corporation”).
2.The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware 19904, in the County of Kent. The name of its registered agent at such address is Cogency Global Inc.
3.The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
4.The total number of shares of stock which the Corporation is authorized to issue is seventy million (70,000,000). Forty million (40,000,000) shares shall be common stock, par value $0.01 per share, and thirty million shares (30,000,000) shall be preferred stock, par value $0.01 per share. The Board of Directors shall, by resolution and amendment to this Certificate of Incorporation and without further approval of the stockholders of the Corporation, prescribe the classes, series and the number of each class or series of such preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series..
5.The name and mailing address of the incorporator(s) of the Corporation are:
Name | Address |
Charles Clark | Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202 |
6.Unless and except to the extent that the bylaws of the Corporation (the “Bylaws”) shall so require, the vote by stockholders on any matter, including the election of directors, need not be by written ballot.
12.This Certificate of Incorporation shall be effective at 11:59 pm EDT on July 19, 2019.
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 8th day of July, 2019.
Incorporator
|
/s/ Charles Clark |
Charles Clark |