CERTIFICATE OF INCORPORATION
OF
WEALTHHOUND.COM, INC.
---------------------
The undersigned, a natural person, for the purposes of organizing a
corporation under the provisions of the General Corporation Law of the State of
Delaware, hereby certifies that:
FIRST: The name of the corporation is WealthHound.com, Inc. (the
"Corporation").
SECOND: The address, including street number, city and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, Wilmington, New Castle County, Delaware 19805; and the name of the
registered agent of the corporation in the State of Delaware is Corporation
Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The Corporation is authorized to issue 200,000,000 shares of
common stock, $.001 par value per share, and 5,000,000 shares of preferred
stock, $.01 par value per share.
FIFTH: The name and mailing address of the incorporator is as follows:
Brett R. Baker, Esq.
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
SIXTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors and any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the state of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as consequence of such
compromise or arrangement, the said compromise or
<PAGE>
arrangement and the said reorganization shall, if sanctioned by the court to
which said application has been made, be binding on all the creditors or class
of creditors, and/or on all the stockholders or class of stockholders, of the
Corporation, as the case may be, and also on the Corporation.
SEVENTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
EIGHTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said Section from and against any and all of the
expenses (including, without limitation, attorney's fees and expenses),
liabilities or other matters referred to in and covered by said Section, and the
indemnification provided for therein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action,
in such person's official capacity and as to action in another capacity while
holding the position giving rise to the entitlement to indemnification, 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, estate, executors and
administrators of any such person.
NINTH: The Board of Directors of the Corporation shall have the power
to adopt, amend or repeal the by-laws of the Corporation.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 23rd day of August, 2000.
/s/ Brett R. Baker
-----------------------------
Brett R. Baker
Sole Incorporator
-2-
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WEALTHHOUND.COM, INC.
It is hereby certified that:
1. The name of the corporation is WealthHound.com, Inc. (the
"Corporation").
2. The certificate of incorporation of the Corporation is
hereby amended by adding to Article Fourth thereof the following paragraph:
"The preferred stock may be issued from time to time in one or
more series, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights,
qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the
issuance of such preferred stock adopted by the Board of Directors
pursuant to the authority granted in this Certificate of Amendment, a
copy of which resolution or resolutions shall have been set forth in a
certificate made, executed, acknowledged, filed and recorded in the
manner required by the laws of the State of Delaware in order to make
the same effective."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
Dated: October 17, 2000
WEALTHHOUND.COM, INC.
By: /S/ MICHAEL D. FARKAS
--------------------------------------
Name: Michael D. Farkas
Title: Chief Executive Officer
