<PAGE>
CERTIFICATE OF INCORPORATION
OF
ARTECH FINANCIAL TECHNOLOGY SERVICES, INC.
1. The name of the corporation is ArTech Financial
Technology Services, Inc.
2. The address of its registered office in the State of
Delaware is 1013 Centre Road, in the city of Wilmington and the County of New
Castle, Zip Code 19805. The name of its registered agent at such address is the
Corporation Service Company.
3. The nature of the business or purposes to be
conducted or promoted is:
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware and
to possess and exercise all of the powers and privileges granted by such law and
any other law of Delaware.
4. The aggregate number of shares that the corporation
shall have authority to issue is One Thousand (1000) shares, all of which are of
one class and are designated as Common Stock and the par value of each share is
One Cent ($.01).
5. The name and mailing address of the sole incorporator
are as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Marilyn D. Adelman c/o Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
</TABLE>
6. The corporation is to have perpetual existence.
7. The furtherance of and not in limitation of the
powers conferred by statute, the board of directors is expressly authorized to
make, alter or repeal the bylaws of the corporation.
8. The directors of the corporation shall be entitled to
the benefits of all limitations on the liability of directors generally that are
now or hereafter become available under the General Corporation Law of Delaware.
Without limiting the generality of the foregoing, no director of the corporation
shall be personally liable to the corporation or to any stockholder of the
corporation for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the
<PAGE>
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit.
9. Elections of directors need not be by written ballot
unless the bylaws of the corporation shall so provide.
10. Meetings of stockholders may be held within or
without the State of Delaware as the bylaws may provide.
11. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the bylaws of the corporation.
12. The corporation shall, to the maximum extent
permitted from time to time under the laws of the State of Delaware, indemnify
and upon request shall advance expenses to any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was or has agreed to be a
director or officer of the corporation or while a director or officer is or was
serving at the request of or as the agent of the corporation as a director,
officer or the agent of any other corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
against any and all expenses (including attorney's fees and expenses),
judgments, fines, penalties and amounts paid in settlement or incurred in
connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim; provided, however, that the foregoing shall
not require the corporation to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim initiated by
or on behalf of such person. Such rights shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of directors or stockholders or
otherwise and shall inure to the benefit of the heirs and legal representatives
of such person. Any repeal or modification of the foregoing provisions of this
Article 12 shall not adversely affect any right or protection of a director or
officer of this corporation existing at the time of such repeal or modification.
13. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 23rd day of
February, 1999.
/s/ Marilyn D. Adelman
--------------------------------
Marilyn D. Adelman, Incorporator
<PAGE>
CERTIFICATE OF MERGER
OF
ARTECH FINANCIAL TECHNOLOGY SERVICES, INC.
AND
ARTECH FINANCIAL TECHNOLOGY SERVICES, L.L.C.
It is hereby certified that:
1. The constituent business entities participating in
the merger herein certified are:
(i) ArTech Financial Technology Services, Inc.,
which is a corporation incorporated under the laws of the State of Delaware; and
(ii) ArTech Financial Technology Services,
L.L.C., which is a limited liability company formed under the laws of the
Commonwealth of Pennsylvania.
2. An Agreement and Plan of Merger has been approved,
adopted, certified, executed, and acknowledged by each of the aforesaid
constituent entities in accordance with the provisions of subsection (c) of
Section 252 of the General Corporation Law of the State of Delaware by ArTech
Financial Technology Services, Inc., and in accordance with the provisions of
Section 8957 of the Limited Liability Company Law of 1994 of the Commonwealth of
Pennsylvania by ArTech Financial Technology Services, L.L.C.
3. The name of the surviving entity in the merger herein
certified is ArTech Financial Technology Services, Inc., which will continue its
existence as the surviving corporation under its present name upon the effective
date of the merger pursuant to the provisions of the General Corporation Law of
the State of Delaware.
4. The Certificate of Incorporation of ArTech Financial
Technology Services, Inc., as now in force and effect, shall continue to be the
Certificate of Incorporation of the surviving corporation until amended and
changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.
5. The executed Agreement and Plan of Merger between the
constituent entities is on file at any office of the surviving corporation, the
address of which is as follows:
40 Valley Stream Parkway
Malvern, Pennsylvania 19355
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6. A copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request, and without cost, to any
stockholder or member of each of the constituent entities.
Dated: March 17, 1999
ARTECH FINANCIAL TECHNOLOGY SERVICES, INC.
By: /s/ John H. Teaford
-----------------------------------------
John H. Teaford, President
Dated: March 17, 1999
ARTECH FINANCIAL TECHNOLOGY SERVICES, INC.
By: /s/ John Gill
-----------------------------------------
John Gill, President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
e-PROFILE, INC.
e-PROFILE, INC. (the "Company"), a corporation organized and
existing under, and by virtue of, the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the board of directors of the Company, by adoption
of resolutions filed with the minutes of proceedings of the board, duly adopted
a resolution declaring advisable the amendment of the Certificate of
Incorporation of the Company and submitting the same to the sole stockholder of
the Company for approval. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of the Company
be amended whereby all the language of Article 4 thereof shall
be deleted and the following substituted therefor:
"4. The Corporation shall have the authority to issue
aggregate of 16,500,000 shares of capital stock, all of which
are of one class and are designated as Common Stock with $0.01
par value per share."
SECOND: That the sole stockholder of the Company duly
consented in writing to the aforesaid amendment in accordance with the
provisions of Section 228 of the Delaware General Corporation Law ("DGCL").
THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 228 of the DGCL.
IN WITNESS WHEREOF, e-PROFILE, Inc. has caused this
Certificate to be signed by an authorized officer of the Company this 22nd day
of November, 1999.
e-PROFILE, INC.
/s/ John H. Teaford
----------------------------------------
Name: John H. Teaford
Title: Chief Operating Officer
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
e-PROFILE, INC.
e-PROFILE, Inc., (the "Company"), a corporation organized and
existing under, and by virtue of, the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the board of directors of the Company, by adoption
of resolutions filed with the minutes of proceedings of the board, duly adopted
a resolution declaring advisable the amendment of the Certificate of
Incorporation of the Company and submitting the same to the sole stockholder of
the Company for approval. The resolutions setting forth the proposed amendment
is as follows:
RESOLVED, that the Certificate of Incorporation of the Company
be amended by deleting all of the language of Article 4
thereof and substituting therefor the following:
"4. The corporation shall have the authority to issue
an aggregate of 16,500,000 shares of capital stock, all of
which are of one class and are designated as Common Stock with
$0.001 par value per share."
FURTHER RESOLVED, that the Certificate of Incorporation of the
Company be amended by adding the following language:
"STOCK SPLIT"
1. Without any other action on the part of the Company
or any other person, on the date (the "Filing Date") on which this Amendment to
the Certificate of Incorporation is filed with the Secretary of State of the
State of Delaware, every share of common stock, par value $0.01 per share (the
"Common Stock"), then outstanding shall be automatically converted into 13,325
shares of Common Stock, par value $0.001 per share.
2. Following the Filing Date, (i) new stock certificates
representing shares of Common Stock shall be issued by the Company in exchange
for the surrender of all stock certificates (the "Old Certificates")
representing outstanding shares of Common Stock immediately prior to the Filing
Date, and (ii) all the Old Certificates shall be deemed canceled and shall not
be recognized as evidencing outstanding Common Stock."
SECOND: That the sole stockholder of the Company duly
consented in writing to the aforesaid amendment in accordance with the
provisions of Section 228 of the Delaware General Corporation Law ("DGCL").
THIRD: That the amendment was duly adopted in accordance with
the provisions of Section 242 of the DGCL.
<PAGE>
IN WITNESS WHEREOF, e-PROFILE, Inc. has caused this
Certificate to be signed by an authorized officer of the Company this 13th day
of December, 1999.
e-PROFILE, Inc.
/s/ John H. Teaford
----------------------------------------
Name: John H. Teaford
Title: Chief Operating Officer
