STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/17/2000
001418384 - 3207275
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
eCheapcard.com Corp, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of eCheapcard.com Corp.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended said
Article shall be and read as follows:
"FIRST: The name of the corporation is SonicSave.com Corp."
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FOURTH" so that, as amended said
Article shall be and read as follows:
"FOURTH: 1. PREFERRED STOCK/CAPITALIZATION PROVISIONS:
SECTION 1: Authorized Capital: The total number of shares of all classes
of capital stock which the Corporation shall have authority to issue is
155,000,000 of which 150,000,000 shares shall be common stock of the par value
of $.0001 per share (the "Common Stock") and 5,000,000 shares shall be preferred
stock of the par value of $.0001 per share (the "Preferred Stock").
SECTION 2: Preferred Stock: The Board of Directors is expressly authorized
to provide for the issue of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereon shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issued of such
series (a "Preferred Stock Designation") and as may be permitted by the General
Corporation Law of Delaware. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock"), voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation.
<PAGE>
SECTION 3: Common Stock: Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of Common Stock
shall have one vote.
2. INDEMNIFICATION PROVISION:
Seventh: The Corporation may, to the full extent permitted by Section 145 of the
Delaware General Corporation Law, as amended, from time to time, indemnify all
persons whom it may indemnify pursuant thereto."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said eCheapcard.com Corp, has cause this certificate to be
signed by an authorized officer, this 17th day of Aug., 2000.
BY: /s/ Andre Danesh -Signature
------------------
Name: ANDRE DANESH -please print
--------------
Title: /s/ Andre Danesh -please print
------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
eCheapcard.com Corp.
eCheapcard.com Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of eCheapcard.com Corp.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation. declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended
said Article shall be and read as follows:
FIRST: The name of the corporation is SonicSave.com Corp.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said eCheapcard.com Corp. has caused this certificate
to be signed by its Authorized Officer this 3rd day of Aug, 2000.
BY: /s/ Andre Danesh -Signature
------------------
Name: ANDRE DANESH -please print
--------------
Title: President -please print
-------------
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/01/2000
001221219 - 3207275
CERTIFICATE OF INCORPORATION
OF
eCheapcard.com Corp.
FIRST: The name of the corporation is: eCheapcard.com Corp.
SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, DE 19958-9776, County of Sussex. The registered agent in
charge thereof is Harvard Business Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 150,000,000 shares having a par value of $0.0001 per
share.
FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.
SIXTH: The names and addresses of the persons who are to be directors of
the corporation until the first meeting of stockholders or until their
successors are elected:
Andre Danesh
1330 Beacon Street
Brookline, MA 02446
SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.
EIGHTH: The corporation reserves the right to amend or repeal any
provision in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.
NINTH: The incorporator is Harvard Business Services, Inc., whose mailing
address is 25 Greystone Manor, Lewes, DE 19958-9776. The powers of the
incorporator are to terminate upon the filing of this certificate of
incorporation.
TENTH: To the fullest extent permitted by the Delaware General Corporation
Law a director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation under the
laws of the State of Delaware do make and file this certificate, and do certify
that the facts herein stated are true; and have accordingly signed below, this
1st day of May, 2000.
Signed and Attested to by: /s/ Richard H. Bell
--------------------------------------
Richard H. Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
