AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             INTERCHANGE CORPORATION

 

 

         Interchange Corporation, a corporation organized and existing under the

laws of the State of Delaware (hereinafter referred to as the "CORPORATION"),

hereby certifies as follows:

 

         1. The current name of the corporation is Interchange Corporation. The

Corporation filed its original certificate of incorporation with the Secretary

of State of the State of Delaware on March 10, 1999 under the name "eWorld

Commerce Corporation". On August 12, 1999 the Corporation filed a restated

certificate of incorporation with the Secretary of State of the State of

Delaware changing its name to "eLiberation.com Corporation" (the "FIRST RESTATED

CERTIFICATE OF INCORPORATION"). On February 25, 2003 the Corporation filed a

certificate of amendment changing its name to "Interchange Corporation".

 

         2. This Amended and Restated Certificate of Incorporation of the

Corporation (the "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION") has been

duly adopted in accordance with the provisions of Sections 242 and 245 of the

General Corporation Law of the State of Delaware by the directors and

stockholders of the Corporation. This Amended and Restated Certificate of

Incorporation restates, amends and supercedes the provisions of the First

Restated Certificate of Incorporation, as amended and all prior amendments and

restatements of the First Restated Certificate of Incorporation.

 

         3. The First Restated Certificate of Incorporation of the Corporation,

as amended shall be amended and restated to read in its entirety as follows:

 

                                       I.

 

         The name of this corporation is Interchange Corporation.

 

                                      II.

 

         The address of the Corporation's registered office in the State of

Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County

of New Castle. The name of its registered agent at such address is Corporation

Service Company.

 

                                      III.

 

         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 the State of Delaware ("DGCL").

 

 

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                                      IV.

 

         A. CLASSES OF STOCK. The Corporation is authorized to issue two classes

of stock to be designated, respectively, "Common Stock" and "Preferred Stock."

The total number of shares of stock that the Corporation shall have authority to

issue is Forty Million (40,000,000), of which (i) Thirty Million (30,000,000)

shares shall be Common Stock, $0.00001 par value per share (the "COMMON STOCK")

and (ii) Ten Million (10,000,000) shares shall be shares of Preferred Stock,

$0.00001 par value per share (the "PREFERRED STOCK").

 

         B. PREFERRED STOCK. Subject to the limitations and in the manner

provided by law, the Board of Directors of the Corporation (the "BOARD OF

DIRECTORS") or a duly-authorized committee of the Board of Directors, in

accordance with the laws of the State of Delaware, is hereby authorized to, from

time to time, provide by resolution for the issuance of shares of Preferred

Stock in one or more series and, by filing a certificate pursuant to the

applicable law of the State of Delaware (hereinafter referred to as "PREFERRED

STOCK Designation"), setting forth such resolution, to establish the number of

shares to be included in each such series, and to fix the designation, powers,

preferences and rights of the shares of each such series and the qualifications,

limitations and restrictions thereof. The authority of the Board of Directors

with respect to each series shall include, but not be limited to, determination

of the following: (i) the designation of the series, which may be by

distinguishing number, letter or title; (ii) the number of shares of the series,

which number the Board of Directors may thereafter (except where otherwise

provided in the Preferred Stock Designation) increase or decrease (but not below

the number of shares thereof then outstanding); provided that, in case the

number of shares of any series shall be so decreased, the shares constituting

such decrease shall upon the taking of any action required by applicable law

resume the status which they had prior to the adoption of the resolution

originally fixing the number of shares of such series as well as the number of

shares authorized for issuance in each series; (iii) the amounts or rates at

which dividends will be payable on, and the preferences, if any, of shares of

the series in respect of dividends, and whether such dividends, if any, shall be

cumulative or noncumulative; (iv) dates at which dividends, if any, shall be

payable; (v) the redemption rights and price or prices, if any, for shares of

the series; (vi) the terms and amount of any sinking fund, if any, provided for

the purchase or redemption of shares of the series; (vii) the amounts payable

on, and the preferences, if any, of shares of the series in the event of any

voluntary or involuntary liquidation, dissolution or winding up of the affairs

of the Corporation; (viii) whether the shares of the series shall be convertible

into, or exchangeable, or redeemable for, shares of any other class or series,

or any other security, of the Corporation or any other Corporation, and, if so,

the specification of such other class or series or such other security, the

conversion or exchange price or prices or rate or rates, any adjustments

thereof, the date or dates at which such shares shall be convertible or

exchangeable and all other terms and conditions upon which such conversion or

exchange may be made; (ix) the voting rights, if any, of the Holders of shares

of the series generally or upon specified events; (x) any other rights, powers,

preferences of such shares as are permitted by law.

 

 

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                                       V.

 

         For the management of the business and for the conduct of the affairs

of the Corporation, and in further definition, limitation and regulation of the

powers of the Corporation, of its Board of Directors and of its stockholders or

any class thereof, as the case may be, it is further provided that:

 

         A. BOARD OF DIRECTORS.

 

                  1. POWERS; NUMBER OF DIRECTORS. The management of the business

and the conduct of the affairs of the Corporation shall be vested in its Board

of Directors. The number of directors which shall constitute the whole Board of

Directors shall be fixed by the Board of Directors in the manner provided in the

bylaws of the Corporation.

 

                  2. ELECTION OF DIRECTORS. The Board of Directors shall be

divided into three classes, designated Class I, Class II and Class III.

Directors shall be assigned to each class in accordance with a resolution or

resolutions adopted by the Board of Directors such that Class I, Class II and

Class III shall each consist of an equal number of Directors to the extent

practicable. At the first annual meeting of stockholders following the

completion of the initial public offering of the common stock of the Corporation

(the "EFFECTIVE DATE"), the term of office of the Class I directors shall expire

and Class I directors shall be elected for a full term of three years. At the

second annual meeting of stockholders following the Effective Date, the term of

office of the Class II directors shall expire and Class II directors shall be

elected for a full term of three years. At the third annual meeting of

stockholders following the Effective Date, the term of office of the Class III

directors shall expire and Class III directors shall be elected for a full term

of three years. At each succeeding annual meeting of stockholders, directors

shall be elected for a full term of three years to succeed the directors of the

class whose terms expire at such annual meeting.

 

                  If the number of directors is changed, any increase or

decrease shall be apportioned among the classes so as to maintain a number of

directors in each class as nearly equal as possible, and any additional director

of any class elected to fill a vacancy resulting from an increase in such class

shall hold office for a term that shall coincide with the remaining term of that

class, but in no case will a decrease in the number of directors shorten the

term of any incumbent director. A director shall hold office until the annual

meeting for the year in which his or her term expires and until his or her

successor shall be elected and shall qualify, subject, however, to prior death,

resignation, retirement, disqualification or removal from office.

 

         3. REMOVAL OF DIRECTORS.

 

                  A. Neither the Board of Directors nor any individual director

may be removed without cause.

 

                  B. Subject to any limitation imposed by law, any director may

be removed with cause by the holders of at least 75% of the voting power of the

Corporation entitled to vote at an election of directors.

 

 

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                  4. VACANCIES. Any vacancies on the Board of Directors

resulting from death, resignation, disqualification, removal or other causes and

any newly created directorships resulting from any increase in the number of

directors, shall be filled by a majority of the members of the Incumbent Board

then in office, even though less than a quorum of the Board of Directors, and

not by the stockholders. The newly created or eliminated directorships resulting

from such increase or decrease shall, if reasonably possible, be apportioned by

the Board of Directors among the three classes of directors so as to ensure that

no one class has more than one director more than any other class. To the extent

reasonably possible, consistent with the foregoing, any newly created

directorships shall be added to those classes whose terms of office are to

expire at the latest dates following such allocation and newly eliminated

directorships shall be subtracted from those classes whose terms of office are

to expire at the earliest dates following such allocation, unless otherwise

provided for from time to time by resolution adopted by a majority of the

members of the Incumbent Board then in office, although less than a quorum. In

the event of a vacancy in the Board of Directors, the remaining directors,

except as otherwise provided by law, may exercise the powers of the full Board

of Directors until the vacancy is filled. Any director elected in accordance

with this section shall hold office for the remainder of the full term of the

director for which the vacancy was created or occurred and until such director's

successor shall have been elected and qualified. The "Incumbent Board" shall

mean those directors of the Corporation who, as of the Effective Date,

constitute the Board of Directors of the Corporation, provided that (i) any

person becoming a director subsequent to such date whose election, or nomination

for election by the Corporation's stockholders, is approved by a vote of at

least a majority of the directors then comprising the Incumbent Board (other

than an election or nomination of an individual whose initial assumption of

office is in connection with an actual or threatened election contest relating

to the election of the directors of the Corporation, as such terms are used Rule

14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934,

as amended) or (ii) any person appointed by the Incumbent Board to fill a

vacancy, shall also be considered a member of the Incumbent Board of the

Corporation.

 

         B. ACTION BY STOCKHOLDERS.

 

                  1. Special meetings of the stockholders of the Corporation,

for any purpose or purposes, may be called at any time by a majority of the

Board of Directors, the Chief Executive Officer of the Corporation or by the

holders of shares entitled to cast not less than ten percent (10%) of the votes

at the meeting. Special meetings of the stockholders of the Corporation may not

be called by any other person or persons.

 

                  2. No action shall be taken by the stockholders of the

Corporation except at duly called annual or special meeting of stockholders of

the Corporation.

 

                  3. No action shall be taken by the stockholders by written

consent in lieu of a meeting.

 

                  4. Advance notice of stockholder nominations for the election

of directors and of business to be brought by stockholders before any meeting of

the stockholders of the Corporation shall be given in the manner provided in the

bylaws of the Corporation.

 

 

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         C. BYLAWS

 

                  1. In furtherance and not in limitation of the powers

conferred by the laws of the State of Delaware, the Board of Directors is

expressly authorized to make, adopt, alter, amend, change or repeal the bylaws

of the Corporation by resolutions adopted by the affirmative vote of a majority

of the entire Board of Directors, subject to any bylaw requiring the affirmative

vote of a larger percentage of the members of the Board of Directors.

 

                  2. Stockholders may not make, adopt, alter, amend, change or

repeal the bylaws of the Corporation except upon the affirmative vote of at

least 75% of the votes entitled to be cast by the holders of all outstanding

shares then entitled to vote generally in the election of directors, voting

together as a single class.

 

                                      VI.

 

         The Corporation is to have perpetual existence.

 

                                      VII.

 

         A. The personal liability of the directors of the Corporation is hereby

eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of

Section 102 of the DGCL, as the same may be amended or supplemented.

 

         B. If the DGCL is amended to authorize corporate action further

eliminating or limiting the personal liability of directors, then the liability

of a director of the Corporation shall be eliminated or limited to the fullest

extent permitted by the DGCL, as so amended.

 

         C. The Corporation shall have power, to the fullest extent permitted by

Section 145 of the DGCL, as the same may be amended or supplemented, to

indemnify any person by reason of the fact that the person is or was a director,

officer, employee or agent of the Corporation, or is or was serving at the

request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise from and

against any and all of the expenses, liabilities or other matters referred to in

or covered by said section, and the indemnification provided for herein shall

not be deemed exclusive of any other rights to which those indemnified may be

entitled under any bylaw, agreement, vote of stockholders or disinterested

directors or otherwise, both as to action in his or her official capacity and as

to action in another capacity while holding such office, and shall continue as

to a person who has ceased to be a director, officer, employee or agent and

shall inure to the benefit of the heirs, executors and administrators of such

person.

 

         D. Indemnification conferred pursuant to this Article VII shall include

the right to be paid by the Corporation the reasonable expenses incurred in

defending or otherwise participating in any proceeding in advance of its final

disposition upon receipt by the Corporation of an undertaking by or on behalf of

the person receiving advancement to repay the amount advanced if it shall

ultimately be determined that such person is not entitled to be indemnified by

the Corporation under this Article VII.

 

 

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         E. Neither any amendment nor repeal of this Article VII, nor the

adoption of any provision of this Corporation's Certificate of Incorporation

inconsistent with this Article VII, shall eliminate or reduce the effect of this

Article VII in respect of any matter occurring, or any action or proceeding

accruing or arising or that, but for this Article VII, would accrue or arise,

prior to such amendment, repeal or adoption of an inconsistent provision.

 

                                     VIII.

 

         A. The Corporation reserves the right to amend, alter, change or repeal

any provision contained in this Amended and Restated Certificate of

Incorporation, in the manner now or hereafter prescribed by statute, and all

rights conferred upon the stockholders herein are granted subject to this

reservation. Notwithstanding the foregoing, no amendment, alteration, change or

repeal may be made to Article V or this Article VIII without the affirmative

vote of the holders of at least 75% of the outstanding voting power of the

Corporation, voting together as a single class.

 

 

                 

 

 

AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION OF

Local.com Corporation

          Local.com Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

     A. The current name of the Corporation is Local.com Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 10, 1999 under the name “eWorld Commerce Corporation”. On August 12, 1999, the Corporation filed a restated certificate of incorporation with the Secretary of State of the State of Delaware changing its name to “eLiberation.com Corporation” (the “Restated Certificate of Incorporation”). On February 25, 2003, the Corporation filed a certificate of amendment changing its name to “Interchange Corporation”. On October 26, 2006, the Corporation filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware by which the Corporation’s wholly-owned subsidiary merged with and into the Corporation and pursuant to Section 253 of the General Corporation Law, on November 2, 2006, the effective date of such filing, the Corporation further amended its Restated Certificate of Incorporation to change its name to “Local.com Corporation.” On October 15, 2008, the Corporation filed with the Secretary of State of the State of Delaware a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock, by which the Corporation designated the rights, preferences and privileges of the Corporation’s Series A Participating Preferred Stock.

     B. This Amendment to the Restated Certificate of Incorporation, as previously amended, was duly adopted in accordance with Sections 242 of the General Corporation Law of the State of Delaware, and amends the provisions of the Corporation’s Restated Certificate of Incorporation, as previously amended.

     C. The text of the Restated Certificate of Incorporation is amended by changing the Article thereof numbered “IV” so that, as amended, said Article shall be and read as follows:

“IV

A. Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock that the Corporation shall have authority to issue is Seventy Five Million (75,000,000), of which (i) Sixty Five Million (65,000,000) shares shall be Common Stock, $0.00001 par value per share (the “Common Stock”) and (ii) Ten Million (10,000,000) shares shall be shares of Preferred Stock, $0.00001 par value per share (the “Preferred Stock”).

B. Preferred Stock. Subject to the limitations and in the manner provided by law, the Board of Directors of the Corporation (the “Board of Directors”) or a duly-authorized committee of the Board of Directors, in accordance with the laws of the State of Delaware, is hereby authorized to, from time to time, provide by

 


 

resolution for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as “Preferred Stock Designation”), setting forth such resolution, to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) the designation of the series, which may be by distinguishing number, letter or title; (ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); provided that, in case the number of shares of any series shall be so decreased, the shares constituting such decrease shall upon the taking of any action required by applicable law resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series as well as the number of shares authorized for issuance in each series; (iii) the amounts or rates at which dividends will be payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (iv) dates at which dividends, if any, shall be payable; (v) the redemption rights and price or prices, if any, for shares of the series; (vi) the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series; (vii) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; (viii) whether the shares of the series shall be convertible into, or exchangeable, or redeemable for, shares of any other class or series, or any other security, of the Corporation or any other Corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (ix) the voting rights, if any, of the Holders of shares of the series generally or upon specified events; (x) any other rights, powers, preferences of such shares as are permitted by law.”

          IN WITNESS WHEREOF, Local.com Corporation, has caused this Amendment to the Restated Certificate of Incorporation to be signed by Heath Clarke, a duly authorized officer of the Corporation, on August 14, 2009.

 

 

 

 

 

 

 

 

 

/s/ Heath Clarke  

 

 

Heath Clarke, 

 

 

Chairman and Chief Executive Officer Local.com Corporation 

 

 

[As filed 8-17-2009]