CERTIFICATE OF INCORPORATION
PB ACQUISITION CORP.
I, the undersigned natural person acting as an incorporator of a corporation (hereinafter called the "Corporation")
under the General Corporation Law of the State of Delaware, as amended from time to time, (the "DGCL"), do
hereby adopt the following Certificate of Incorporation for the Corporation:
FIRST: The name of this corporation is PB Acquisition Corp.
SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle. The name of
the registered agent of the Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage in any and all lawful acts or activity for
which corporations may be organized tinder the DGCL. The Corporation will have perpetual existence.
FOURTH: The Corporation shall have authority to issue two classes of shares to be designated respectively,
"Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue
is 50,000,000 shares of which 40,000,000 shall be Common Stock and 10,000,000 shall be Preferred Stock.
Each share of Common Stock shall have a par value of$.001, and each share of Preferred Stock shall have a par
value of $.00l.
The Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or
more series, each of which shall have such designation(s) or title(s) as may be fixed by the Board of Directors
prior to the issuance of any shares thereof. The Board of Directors is hereby authorized to fix or alter the
dividend rates, conversion rights, rights and terms of redemption, including sinking fund provisions, the
redemption price or prices, voting rights and liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such series and the designation thereof, or