RESTATED CERTIFICIATE OF INCORPORATION
INTERNET BUSINESS TRADER
ARTICLE I: NAME
The name of the corporation is Internet Business Trader, Inc.
The address of the registered office of the corporation in the State of Delaware is 3500 South Dupont Highway, City of Dover, County of Kent, DE 19901. The name of its agent at this address is Incorporating Services, Ltd.
ARTICLE III PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law of the State of Delaware.
ARTICLE IV: AUTHORIZED SHARES
1. Authorization of Shares.
This corporation is authorized to issue two (2) classes of shares, designated "Common Stock" and "Preferred Stock".
The total number of shares of Common Stock authorized to be issued is 12,000,000 shares, $0.001 par value per share.
The total number of shares of Prefferred Stock authorized to be issued is 5,050,000 shares, $0.001 par vale per share,
of which 1,680,000 shares are designated as "Series A Preferred Stock,"
of which 800,000 shares are designated as "Series C Preferred Stock."
ARTICLE V : TERMS OF CLASSES AND SHARES
The rights, preferences, privileges and restrictions granted to and imposed on the
Preferred Stock and the Common Stock are as follows:
1. Definitions. For the purpose of this Article V, the following definitaions apply:
1.1 "Board" shall mean the Board of Directors of the Corporation.
1.2 "Corporation" shall mean Internet Business Trader, Inc.
1.3 "Common Stock" shall mean Common Stock, $0.001 par value, of the corporation.
1.4 "Common Stock Dividend" shall mean a stock dividend declared and paid on the Commom Stock that is payable in shares of Common Stock.
1.5 "Dividend Rate" shall mean, with respect to a series of Preferred Stock a dollar amount equal to
Eight Percent (8%) of the Original Issue Price of such series of Prefeered Stock (as the Original Issues Price may be adjusted for any stock splits, stock dividends, recapitalizations or the like, with respect to each such series of Preferred Stock).
1.6 "Original Issue date" shall mean the date on which the first share of
(i) Series Preferred Stock is issued by the Corporation for the Series A Preferred Stock;
(ii) Series B Preferred Stock is issued by the Corporation for the Series B Preferred Stock; and
(iii) Series C Preferred Stock is issued by the Corporation for the Series C Preferred Stock.
1.7 "Original Issue Price" shall mean
$1.81159 per share for the Series A Preferred Stock,
$5.95 per share for the Series B Preferred Stock, and
$20.48798 per share for the Series C Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, recapitalizations or the like, with respect to each such series of Preferred Stock; provided, however , that such price shall not be as so adjusted for the purpose of Section 6.3 below regarding the caculation of the conversion ration of the Preferred Stock).
1.8 "Permitted Repurchases" shall mean
(A) the repurchase by the Corporation of shares of Common Stock held by employees, officers, directors, consulants, independent contractors, advisors, or other persons performing nservices for the Corporation or a subsidiary that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Corporation has the option to repurchase such shares
(i) at cost, upon the occurrence of certain events, such as the termination of employment or services; or
(ii) if approved by the Board, including at least one of the Preferred Stock Directors, at any price pursuant to the Corporation's exercise of a right of first refusal to repurchase such shares, or
(B) any other repurchase by the Corporation of shares of Common Stock of Preferred Stock that is approved by holders of at least fifty-five percent (55%) of the Preferred Stock then outstanding as constituting a "Permitted Repurchase" for purposes of the Restated Certificate of Incorporation.
1.9 "Preferred Director" is defined in Section 5.4 (a).
1.10 "Preferred Stock" shall mean the
Series A Preferred Stock, the
Series B Preferred Stock and the
Series C Preferred Stock, collectively.
1.11 "Series A Preferred Stock" shall mean the Series A Preferred Stock, $0.001 par value per share, of the Corporation.
1.12 "Series B Preferred Stock" shall mean the Series B Preferred Stock, $0.001 par value per share, of the Corporation.
1.13 "Series C Preferred Stock" shall mean the Series C Preferred Stock, $0.001 par value per share, of the Corporation.
1.14 "Subsidiary" shall mean any corporation of which at least fifty percent (50%) of the outstanding voting stock is at the time owned directly of indirectly by the Corporation or by one or more os such subsidiary corporations.
2. DIVIDEND RIGHTS.
2.1 Preferred Stock Dividend Preference.
In each calendar year, the holders of the then-outstanding Preferred Stock (on an equal priority, passu basis,
according to their respective dividend preferences as set forth herein) shall be entitled to receive, when,
as and if declared by the Board, out of any funds ad assets of the Corporation legally available therfore,
noncumulative divendends at the annual Dividend Rate for each such series of Preferred Stock, prior and in preference to the payment of any such dividends or other Distribution on the Common Stock in such calendar year (other than a common stock dividend).
No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to the Common Stock during any calendar year unless dividends in the total amount of the annual Dividend Rate for each such series of Preferred Stock during that calendar year;
provided, however, that this restriction shall not apply to Permitted Repurchases. Dividends on the Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Preferred Stock in the amount of the annual Dividend Rate for the Preferred Stock or in any amount in any calendar year or any fiscal year of the Corporation, whether or not the earnings of the Corporation inany calendar year of fiscal year were sufficent to pay such dividends in whole or part.
2.2 Participation Rights.
If, after dividends in the full preferential amounts specified in this section 2 for the Preferred Stock have been paid or declared and set apart in any calendar year of the Corporation, the Board shall declare additional dividends out of the funds legally available therefor in that callendar year, then such additional divendends shall be declared pro rata on the Common Stock and the Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Preferred Stock is to be treated for this purpose as holding the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Preferred Stock held by such holder pursuant to Section 6.
2.3 Non-Cash Dividends.
Whenever a dividend provided for this section 2 shall be payable in property other than cash, the value of such dividend shall be deemed to be the fair market value of such property as determined in good faith by the Board.
2.4 Consent to Certain Distributions.
To the extent applicable to the Corporation, abd as authorized by Section 402.5(c) of the California Corporation Code, if Section 502 or Section 503 of the California Code is applicable to a payment made by the Corporation, then such applicable section or sections shall not apply if such payment is a payment made by the Corporation in connection with
(i) Permitted Repurchase, or
(ii) any other repurchase or redemption of Common Stock or Preferred Stock of the Corporation is accordance with this Restated Certificate of Incorporation, including Article V. Section 7.1
3. Liquidation Rights.
In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary,
the funds and assets that may be legally distributed to the Corporation's stockholders (the "Available Funds and Assets")
shall be distributed to stockholders in the following manner;
3.1 Perferred Stock.
The holders of each share of Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount per share equal to the Original Issue Price of each respective series of Preferred Stock plus all declared but unpaid dividends on such Preffered Stock. If upon any liquidation, dissolution or winding up of the Corporation, the Available Funds and assets shall be insufficent to permit the repayment to holders of the Preferred Stock of their full preferential amount described in this subsection, then the entire Available Funds and Assets shall be distributed anong the holders of the thenoutstanding Preferred Stock pro rata, on an equal priority, pari passu basis, in proportion to the full amounts they would otherwise be entitled to receive pursuant to this subsection 3.1