Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “LAUNDRYSHARE, INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2023, AT 9:18 O`CLOCK A.M.
CERTIFICATE OF INCORPORATION OF
LAUNDRYSHARE, 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:
Section 1. The name of the corporation is Laundryshare, Inc. (the “Corporation”). Section 2. The address of the registered office of the Corporation in the State of
Delaware as of the effective date of this Certificate of Incorporation (this “Certificate”) is 300 Creek View Road, Suite 209, Newark, New Castle County, Delaware 19711. The name of the registered agent of the Corporation as of the effective date of this Certificate at such address is Universal Registered Agents, Inc. (the “Effective Date Agent”). The Corporation may change the Effective Date Agent or any successor agent (the Effective Date Agent and any successor thereto, the “Incumbent Agent”) at any time and from time to time. The Corporation may change the registered office at any time or from time to time. The Corporation may change or acknowledge the change of the address of the Incumbent Agent at any time and from time to time.
Section 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.
Section 4. The total number of shares of stock which the Corporation is authorized to issue is (i) 100,000 shares of Common stock, $0.00001 par value per share (the “Common Stock”) and (ii)l00,000 shares of Preferred Stock, $0.00001 par value per share (the “Preferred Stock”). The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of any certificate of designation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of Common Stock entitled to vote irrespective of the provisions of Section 242(b)(2) of the DGCL.
Section 5. Common Stock.
(a) General. The voting, dividend, and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers, and preferences of the holders of the Preferred Stock.
(b) Voting. The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meets of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to any certificate of designation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote thereon pursuant to a certificate of designation or pursuant to the There shall be no cumulative voting.
(c) Rights Relating to Dividends. The holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Except as authorized by the Board of Directors, any dividends paid to the holders of shares of Common Stock shall be paid pro rata, on an equal priority, pari passu basis, unless different treatment of the shares of such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.
(d)Subdivisions and Combinations. If the Corporation in any manner subdivides or combines (including by reclassification) the outstanding shares of Common Stock, then the outstanding shares of all Common Stock will be subdivided or combined in the same proportion and manner.
(e) Liquidation Rights. The holders of the Common Stock shall be entitled to receive the net assets of the Corporation upon a liquidation, dissolution and winding up of the Corporation (a “Liquidation Event”). Upon the completion of the distributions required with respect to any Preferred Stock that may then be outstanding, the remaining assets of the Corporation legally available for distribution to shareholders shall be distributed on an equal priority, pro rata basis to the holders of Common Stock, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.
(f) Reissuance of Common Stock. Shares of Common Stock that are acquired by the Corporation for any reason (whether by repurchase or otherwise) may be cancelled or may be held as treasury shares and reissued as shares of Common Stock.
Section 6. Preferred Stock. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Any amendments to terms established by any certificate of designations shall require only the approval of the requisite stockholders holding such series as provided in such certificate of designation unless such certificate of designation expressly shall provide for the vote of other stockholders of the Corporation.
Section 7. The name and mailing address of the incorporator of the Corporation are:
| Name | M. Timothy Elder |
| Mailing Address | 1105 W. Peachtree Street, N.E., Suite 1000 Atlanta, Georgia 30309 |
Section 8. Unless and except to the extent that the by-laws of the Corporation (the “By-Laws”) shall so require, the election of directors of the Corporation need not be by written ballot. The Board of Directors and the stockholders of the Corporation may act by written
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consent to the maxim extent permitted by applicable law unless: (a) in the case of Common Stock, the By-laws shall limit or prohibit action by written consent with respect to the Common Stock, in which event action by written consent with respect to such Common Stock shall only be taken as provided in the By-Laws or (b) in the case of Preferred Stock, the certificate of designations for any series of preferred stock shall limit or prohibit action by written consent with respect to such series, in which event action by written consent with respect to such series shall only be taken as provided in such certificate of designation.
Section 9. To the fullest extent permitted by law, a director or Executive Officer (as defined in the By-Laws or otherwise determined by the Board of Directors of the Corporation) of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director or Executive Officer. No amendment to, modification of, or repeal of this Section 9 shall apply to or have any effect on the liability or alleged liability of any director or Executive Officer of the Corporation for or with respect to any acts or omissions of such director or Executive Officer occurring prior to such amendment.
Section 10. The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or Executive Officer or, while a director or Executive Officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal, or modification of this Section 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The obligation of the Corporation to indemnify, advance expenses, and hold harmless a Covered Person shall at the election of the Board of Directors by secondary to any insurance or contractual right to indemnification from any third person or entity.
Section 11. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws or adopt new By-Laws without any action on the part of the stockholders; provided that any By-law adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered, or repealed by the stockholders.
Section 12. The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the By-Laws, from time to time, to amend, alter, or repeal any provision of
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the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate ofincorporation or any amendment thereof are conferred subject to such right.
Section 13. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the By Laws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State ofDelaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 13.
[SIGNATURE PAGE FOLLOWS]
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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 28th day of April, 2023.
/s/M. Timothy Elder
M.Timothy Elder Incorporator
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “LS TECHNOLOGIES, INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 2023, AT 9:22 O`CLOCK A.M.
CERTIFICATE OF INCORPORATION OF
LS TECHNOLOGIES, INC.
Section 1. The name of the corporation 1s LS Technologies, Inc. (the
“Corporation”).
Section 2. The address of the registered office of the Corporation in the State of Delaware as of the effective date of this Certificate of Incorporation (this “Certificate”) is 300 Creek View Road, Suite 209, Newark, New Castle County, Delaware 19711. The name of the registered agent of the Corporation as of the effective date of this Certificate at such address is Universal Registered Agents, fuc. (the “Effective Date Agent”). The Corporation may change the Effective Date Agent or any successor agent (the Effective Date Agent and any successor thereto, the “Incumbent Agent”) at any time and from time to time. The Corporation may change the registered office at any time or from time to time. The Corporation may change or acknowledge the change of the address of the fucumbent Agent at any time and from time to time.
Section 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.
Section 4. The total number of shares of stock which the Corporation is authorized to issue is (i) 100,000 shares of Common stock, $0.00001 par value per share (the “Common Stock”) and (ii) 100,000 shares of Preferred Stock, $0.00001 par value per share (the “Preferred Stock”). The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of any certificate of designation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of Common Stock entitled to vote irrespective of the provisions of Section 242(b)(2) of the DGCL.
Section 5. Common Stock.
(a) General The voting, dividend, and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers, and preferences of the holders of the Preferred Stock.
(b) Voting. The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meets of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to any certificate of designation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote thereon pursuant to a certificate of designation or pursuant to the There shall be no cumulative voting.
(c) Rights Relating to The holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors. Except as authorized by the Board of Directors, any dividends paid to the holders of shares of Common Stock shall be paid pro rata, on an equal priority, paripassu basis, unless different treatment of the shares of such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.
(d) Subdivisions and Combinations. If the Corporation in any manner subdivides or combines (including by reclassification) the outstanding shares of Common Stock, then the outstanding shares of all Common Stock will be subdivided or combined in the same proportion and
(e) Liquidation Rights. The holders of the Common Stock shall be entitled to receive the net assets of the Corporation upon a liquidation, dissolution and winding up of the Corporation (a “Liquidation Event”). Upon the completion of the distributions required with respect to any Preferred Stock that may then be outstanding, the remaining assets of the Corporation legally available for distribution to shareholders shall be distributed on an equal priority, pro rata basis to the holders of Common Stock, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common
(f) Reissuance of Common Stock. Shares of Common Stock that are acquired by the Corporation for any reason (whether by repurchase or otherwise) may be cancelled or may be held as treasury shares and reissued as shares of Common Stock.
Section 6. Preferred Stock. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Any amendments to terms established by any certificate of designations shall require only the approval of the requisite stockholders holding such series as provided in such certificate of designation unless such certificate of designation expressly shall provide for the vote of other stockholders of the Corporation.
Section 7. The name and mailing address of the incorporator of the Corporation are:
| Name | M. Timothy Elder |
| Mailing Address | 1105 W. Peachtree Street, N.E., Suite 1000 Atlanta, Georgia 30309 |
Section 8. Unless and except to the extent that the by-laws of the Corporation (the “By-Laws”) shall so require, the election of directors of the Corporation need not be by written ballot. The Board of Directors and the stockholders of the Corporation may act by written
consent to the maxim extent permitted by applicable law unless: (a) in the case of Common Stock, the By-laws shall limit or prohibit action by written consent with respect to the Common Stock, in which event action by written consent with respect to such Common Stock shall only be taken as provided in the By-Laws or (b) in the case of Preferred Stock, the certificate of designations for any series of preferred stock shall limit or prohibit action by written consent with respect to such series, in which event action by written consent with respect to such series shall only be taken as provided in such certificate of designation.
Section 9. To the fullest extent permitted by law, a director or Executive Officer (as defined in the By-Laws or otherwise determined by the Board of Directors of the Corporation) of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director or Executive Officer. No amendment to, modification of, or repeal of this Section 9 shall apply to or have any effect on the liability or alleged liability of any director or Executive Officer of the Corporation for or with respect to any acts or omissions of such director or Executive Officer occurring prior to such amendment.
Section 10. The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person“) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding“), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or Executive Officer or, while a director or Executive Officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding ( or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal, or modification of this Section 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The obligation of the Corporation to indemnify, advance expenses, and hold harmless a Covered Person shall at the election of the Board of Directors by secondary to any insurance or contractual right to indemnification from any third person or entity.
Section 11. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws or adopt new By-Laws without any action on the part of the stockholders; provided that any By-law adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered, or repealed by the stockholders.
Section 12. The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the By-Laws, from time to time, to amend, alter, or repeal any provision of
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the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of lncorporation or any amendment thereof are conferred subject to such right.
Section 13. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware ( or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive fornm for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the ByLaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 13.
[SIGNATURE PAGE FOLLOWS]
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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 28th day of April, 2023.
/s/M. Timothy Elder
M.Timothy Elder Incorporator