Cerificate of Incorporation by ubi16954

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									                                        State oJ~DelawaTe                              PAGE       ].




                                                                         --




          :t / EDWARD J.    ~L      /    SECP.:E~~X'    OF STATE      OF THE STATE             OF

DE~,             DO HEREBY       CER'J!I:n    TJlE   ArrACB:BD     J:S A TRt7Z         ;.ND   COR1U:C'J!

COpy       OF TIlE    CERTIFICATE        OF ~~               OJ' "C:I'rRZ:X     SYSTEMS,          mc.   "

rI:t.ED     :IN TH:I:S OFFICE     ON THE FJ~~H                DAY OF .roNE,            A.D.    2000,        A!L'

4 0' CLOCK. P.M.

       A rn.ED        COpy 0..   THrS     ~J~n~              HAS BEml         i'O~BD           TO Tim

NEW' CASTLE          COUNTY RECORDER OF DE:RDS.




                                                                              fJ

                                                                              ,
                                                     ~, 1. Frc~!,SCcTct:aryofStatc
                                                     Edward
   2193.573          8100                              AtJl1-ffiN'1liCAnON:            0501223

  001.305439                                                        DATE:              06-15-00
                                CERm;1 CA TE OF AMi ND MENT
                                                  OF
                                   A;.~ED        AND RESTATED
                              CERmICAn'. OFINCORPORATION
                                          OF
                                                 INC.
                                      cmux SYSTEMS,

                            (the "Corporation"),a corpora1:ion
          Citrix Systems-Inc.                                         and
                                                             organized eximng under andoy
                             Law of the State Dela1/{8rt:.
vtrme otthe ~era1 CorporatiOIl               of        DOES HE~nY               CERTIFY:

FIRs-r;         Th~ the Board of ~ors     of the Corporationadoptcdrescluti9n.5proposingand
                                   me                      to              tnd
                declaringadvisabl~ folJowica amendments theAmenc1ed RestttedCertificate
                of Incorporationoftbe Corporation:

                RESOLVED;       That1hc t3m paragraph of Article FOURTH of the Corporation's
                                Amended and RestaIod Certificaxc ofInCoOtJlorationas amended to date
                                sha.ll be amended to ~ in its entirety as fcl11ows:

                           "FOURm                                                 of
                                         The tDW nwnbcr of shares of all cuasscs capital stock which
                                                              i5
                the Corpora.tion shall hAvc .~thorlty to Ls.1ue 1.OOS.OOO,OOO  shares. consisting of
                1,000,000,000 shares ofCotnmOQ S1X)c1c,w~tha     p&rvaluc of $,001 per shAre(the
                                   SlId                                          a
                "Common Swc1..-") 5.000.000 sharesofPrefen'ed Stock '.&lith pu value ofS.Ol per
                share (the uPrefelTCdStock"),"

SEC()ND~        The foregoing amendmentto fujs Amended and. Rcsta%cd  C<;rtifl~8.t~of'lncorpOt"ation Qf
                                                                           of
                tbe Corporation was duly adoptedby vote oftbe stoc1d1o1d~'rs the Corporation in
                aecordance with th~ ippljC3.bl~ provisions o(S~ons 242 of me General Corporation
                 Law of the Staleof Delaware.


                     (REMAINDER OF PAGE INTENnONAli.. Y LEFT i~LANKl
                                   .2.


                                      has    this        of        to
     m Wn'NESS WHEREOF, the Corporation caused CeI1ificate Amendment be
            P.         its            Officer L2.~
execu~ byJohn Cunningham, ChicfFinanciaJ    this       11m.,
                                                     o,r  JOOO.
                                   State of Delaware
                                                                            PAGE




O'CLOCX A.H.
      A 1':tI.BD    COE»~ OF 'l'S:rS    aRT:r.l'%CAn     KAS :SEEN FO~:ED          '1'0 THE

1mR   CASTXoE      COO1ftY   RECORDER     OF~S.




21.93573      aJ.oo
                                                  AUTHENTIC A !JON:    97B:2545
991.221.675                                                  DATE:     06-03~~g
                                               ~r
                           ~1'Dn:ATX OJ'.A)a:llD
                                            OJ"
                             AM~AND:aurArm
                                       01
                          CER.-rIPtCA'IE ~conoB.AT]ON
                                   .or
                                     SySTDJ'S.
                                CJTRIX      ~c.

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                      ~ (tht           cmp~~~                        ~ ~~~a-
         at"
0y '9i:tu8 the~       c~                           ~
                                   t.w of thc$w. o.t                Rm:ESY CER
                                                                1)OES        mY:
FIRS!:      nai m. ~        QfD~             Co.~1:i'X181!o~d "e!O~
                                         o£1b,8                                pra~osfrlgm1
            ~          ;d"-ii~ ~ ~5           -az:ocaa: w1b.1I             ~
                                                                        1kd ~
            C~         of'~~.uon         of a,e Cmpar&ti4D.:.

                   VED: 'I'b&t1h~fi:$t pacacraph. h'Ur.k ~mm
            :R.:ESOL                            ot                   o!1heCorporati OD'S
                        ~~"ed      8nd ~~~~     c.fi&a1C gi'~arItlon       u mJ~      ~
                               &ban = ~
                            dat8  "00             ~~                  IS
                                                         ia ~ ~(Xtirf:;tyronows:
                   "FOURTH.        ne bJtal~et                 an         of
                                                     of shaa o1~ c1asscs ~t~       3'tack.
            .~    'd»~  ~          W11 ~    ~ty         ~ iau :lI 405.000.000 share$,
            c=~D/400,ooo.OOOlbllaor~~-w                   S~~1hap"va1UG oIS.COl pet
                   ~
            ~ ('t!Ie            ~
                          StGd"') S~.~                       c)f'Prdwrred. ~.,~
                                                        IharC3         Stock
                     p=,   C*           ~.
            n1geafS.OI sh8re -Pt-'"a..td.

~           ne f~~         ~'".t~~       WtbdA~!"!     *Ras1~       ~          or
            ~~             ot~ c~~          .£1 ~     ~rcd            of
                                                              ~'Y 'YOto ~ ~c:kbo1d= of
            tbe.~on          ia ~owim.tbeapp1il:abtl:PI~                of~241     Of~8
            ~                 Law
                      Carpcrati~ ol~ $.. v£D.:awue.
               ~AttlmD.               n.imnON~Y
                              01 PA.G:B                      U!P1' DI..4\NK1
                                       .-2-

       IN ~        w~          t 1bc~~      '- --~I      ~~       of ~ -~QJ:    10
'bc.x.~    'b7J~             h' 1tI
                   t. i'e1A)'a. ow Chief~.t    ~i     1t~     ~   VicePrtIid=r.
,~.                              1m.
       cd Ad=ixd~ ~!tJ: *1 all-=-.
                                                                                      PAGE      1
                                              State of Delaware
                               Office of the Secretary of S'tate


       I,           J'.
               EDWARD FREEL, SECR:f:rARYOF STATI: OF THE STATE of
DELAWARE,              DO HEREBY CERTIFY             THE A'l"rACHED   1:S A '!'ROE AND CORRECT

COpy OP THE CERTIFICATE OP AKENDMEN'l' OF "C:I'l'RIX                             SYSTEMS, INC.",

FILED        IN THIS OFFIcE                  ON THE THENTY-EIGBTH DAY OF MAY, A.D.                  1998,

AT 9 O'CLOCK A.M.
       A FILED
                             ..
                              COpy       OF 'l'HIS CERTIFICAT2   HAS E~2ENPOR~ARDF.DTO THE

NEW CASTLE                   COUNTY RECORDER OF DEEDS.




  2~~ .ft"   S "~~)4~
                ...Ct;o.&.     OO   ",
                                    -'                     A~CJ\.'nON;
                                                             ..,.,;, ,
                                                                                     ~9io'O'T
                                                                                     ".~. " "~.c
  .-."~.i~~..~
                                                                      "[)'1Amt--
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                                                                                   O:O5~28~U
                                                                                   rf
  881203513'"...
  ~-'
                         CERmtCATR OF~~ME'NT
                                            OF
                              AM£, ND ED AND RESTATED
                      CERTIFICATE OFINCORPORATIO~l
                                            OF
                                CITRIX SYSTEMS,lNc.

                                          a          organized ~
      Ci:trlxSYSt~, II\o.(the"'Corpontion"),cotpOration      ~d
                           General Corp~OI1 Lew of the Swe of DeLaware,DOES
tmlfD: BI1dby virt11cof 6:1e
JmREBY CRRTIFY ;

]~:          That d1cBoard ofDirt.(:tQrs of the Corporation ~pted resotutions
             propO$ingand dec12ringadvisablethe fuIJ~        aIJ~dmOUA to dlc:
             Am~        and~           ~                        as
                                                   oflncoxpontiOti, axn~ed. of the
             Corp QJ:3tjan;


             RESOLVED: That the first p~h              of Article FOURTHof the
                             rid
                       CO[po on.s Am    ~            ~ andRcs'tAtI:d     oate
                                                                    CCJtifj of
                               IncoIpotZtioo, IS amcndcd to date,~;h81Ibe amcnded to ~
                               in it! artfrety IS foUow&:

                     "FOUR'TH. 'I11ctotal mnnber of £hares(If all cwses of capital
             stock which the Corporation £hall ha;v~authority to issue is 155,000,000
             ~      consisting of 150,000.000~       of Common Stock:with a par
             val11eof$.001 pc: share(dlc '"Common Stock") mJd5,000,000 ~           of
             p~         Stock              0($.01per~
                             witha parvaltIe                         '?xcfcz:rcd
                                                                I(th:;        Stoclc.").

SECOND: ~                mJ~
                 fQregOing                                  Ceftificall: of
                                     to thoAmmdtd ~ R!:stated
                         of                was
             1naJXPorstion dlc Cotporatiou dnIy Idop~l by vote of the
             sroQhc~ of ~ C~poc'ation             .tDCe Ole
                                          inlt:cOrd    ~l  -W1iab1£
             ~ovis1onsof~on
             Dd£wate,      ..   242 offt)CGa1Ct21 ~loo.   Law oCthcStateof


           (RB!AnU>ER. OF PAGE 00"BN'l10N.AU" Y Lm'T BLANIq
                                                            .
                                    2



        WlTNBSS W1GB~, thG
     12';                                 has
                               CaIpor3%iDl1 ~L~ tIdI Catiaca= of
          to
AzUaJdmeat bo u~   ~y ttI Vice Pr=ident a!FiD2nccaDdAAhDfDfmlicu,1hfs21th
       1'".
~QfI"day,
                                                                                                                                 PAGE .,1
                                                              State of Delaware

                                                                  State
                                        Office of the Secretary 101


                I,    EDWARD,J. FREEL, SECRETARY OF S:TATE OF THE STATE OF

       DELAWARE,             DO HEREBY CERTIFY                               THE ATTACH:ED IS                   A TRUE AND CORRECT

       COpy OF THE CERTIFICATE                                      OF AMENr)MENT O'F "CITRIX                        SYSTEMS,          INC

       FILED IN THIS
                                                  ..~(o':,:   -~
                                                                   i   ~
                                                                        E
                                                                              ""~
                                                                                                                OF MAY, A.D.           1.996,
       AT 10:30                              ~"J..~" y~
                                           A~~""                              ,'.;.;."


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        2193573              8100                                                                                     ~.i~9..~~~:O
                                                                                               .DAm;
        981074877                                                                                                            02-26'-98




""':
                                                                              PAGE      -1
                                 State of Delaware




             EDWARDJ.      FREEL,   SECRETARY OF STATE OF THE STATE OF

     DELAWARE,     DO HEREBY CERTIFY    THE ATTACHJ5:D IS        A TRUE AND CORRECT

     COpy OF THE CERTIFICATE        OF AMENDMENT OJP "CITRIX              SYSTEMS,      INC."

     FILED   IN THIS OFFICE ON THE SEVENTEENTHDAY OF MAY, A.D.                          1996

     AT 10:30      O'CLOCK A.M




                                                                     /1


                                            ~/.4-tA»/
                                             Edward J.. Freel, Secretary of State


                                             AU11iThmCAllON:
       2193573      8100                                                      8942380
                                                             DATE:
       981074877                                                              02-26-98




I,
                                       CERTIFICATE OF AMEND~aNT
                                                   OF
                                          AMENDED AND RESTATED
                                     CERTIFICATE OF INCORPOFtAnON
                                                  OF
                                             CITRIX SYSTEMS, INC:.

                  Citrix Systems, Inc. (the "Corporation"), a corporation organized aI\d existing under and
          by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERmy:


          FIRST:         That the Board of Directors of the Corporationadoptedresolutionsproposingand
                                                                       to
                         declaringadvisablethe following amendments the Amendedand Restated
                         Ceroficate of Incorporation of the Corporation:

                         RESOLVED: That the flIst paragraphof Artic:1eFOURTH of the Corporation's
                                   Amendedand Restated     Certificate of Incorporationas amendedto
                                                          to
                                   dateshall be amended read in its entirety asfollows:

                                "FOURTH. The total numberof sharesof all classesof capital stock
                         which the Corporationshall have authorityto issueis 65,000,000shares,
                                                         of
                         consistingof 60,000,000shares ComrnonStockwith a par value of$.OOI per
                         share(the "Common Stock") and 5,000,000slIaresofPreferTedStock with a par
                         value of $.01 per share(the "PreferredStock'~I.

                                                   to
                         The foregoing amendment the AmendedandRestated         Certificate of
                         Incorporation of the Corporationwas duly adoptedby vote of the stockholdersof
                         the Corporation in accordance                    provisionsof Section242 of th~
                                                       with the appliCJ!ble
                         GeneralCorporation Law of the Stateof Dela'wnIe.

                            [REi\I1AL'mER OF PAGE INTENTIONALL Y LEFT BLANK]




SECOND:
                                              -2-

       IN WTTNF_~S WHJ.!kEOF, the Corporatlan hu cc,us~ this Certjficatc of Amcndment t()
                                                      1.
bc c:xccutcdby Roger W. Robcrta. it» Pr~denl and Jamc~r Fclcyn. Jr., it" ASiiitant SCClClnr)/,
thi.,_~-   dq ufMay,'996.

                                    By:
                                       ~
                                       Rcge
                                                       )
                                                    .1l--     ~
                                                                  .
                                                .Robcr1:s. President
                                                                          ---
                                                           PAGE 1
                         State of Delaware

                Office of the Secretary ~if State


    I,    EDWARD,J. FREEL,   SECRETARY OF STATE OF THE STATE OF

DELAWARE,    DO HEREBY CERTIFY   THE ATTACHED IS   A TRUE AND CORRECT

COpy OF THE RESTATED CERTIFICATE OF "CITRIX        SYSTEMS, INC."

FILED    IN THIS OFFICE ON THE TWELFTH DAY OF DECEMBER, A.D.        1995

AT 3:30    O'CLOCK P.M




                                               nON:
                                    AU11iEN1r1CA
 2193573     8100                                         8942379
                                              DATE:
 981074877                                               02-26-98
                 AMENDED AND RESTATED CERTIFICATE OF INCORPORAllON
                                                     OF
                                         CITRIX SYSTEMS,INC:.



             I. Roger W. Roberts. Presidentof Citrix Systems.Inc. (the "Corporation"), a corporation
                 and
     oJrganized existing under and by virtue of the GeneralCol.-poration    Law of the Stateof
     Delaware. do hereby certify that the RestatedCcrtificate of Incorporntion ofCitrix Systems,Inc.,
     a~;amended,has beenfurther amended,and restatedas amended,in accordance         with provisions
     ojfScctions 242 and 245 ofthc GeneralCorporntion Law of~le State of Delaware,and, as
     aIncnded and restated,is set forth in its entirety as follows:

             FIRST.                                                       Inc.
                            The name of the Corporation is Cilrix ~;ystems.

              SECOND.          The addressof the registeredoffice of the Corporation in the Stateof
     Delaware is J209 Orange StTeet,      Wilmington, County of New' Castle,Delaware 19801. The
                                                    is
     lUlIIle of its registered agcnt at such address The Corporatio:11 Trust Company.

           TlnRD.          The nature of the businessor purposes:tobe conductedor promoted is to
     engage in any lawntl act or activity for which corporationsmay be organizedunder the General
     C,~rporationLaw ofilie Stateof Delawarc.

             FOURm.         The total number of sharesof all classesof capital stock which the
     CIJIporation ~hall have authority to issuei~ 35.000,000shares,consistingof 30,000,000sharesof
     Common Stock with a par value ofS.OOl per share(the "Common Stock") and 5,000,000shares
     of Preferred Stock with a par vnlue of $.01 ~r share(the "PreferredStock").

            A description of the rcspcctivc classesof stock and a statcmcntof thc dcsignations.
     powers, preferencesand rights, and the quwificntions,limitations and restrictions of the Preferred
     Stock and Common Stock arc as follows:

            A.      CO'MMONSTOCK

             1.      General. All sharesof Common Stock will ~: identical and will entitle the
     holdcrs thcreof to thc samcrights, powers and privileges. Thc:rights, powcrs an.:!privileges of
     the holders of the Common Stock are subjectto and qualified by the rights of holders of the
     PrefeITcdStock.

             2.     Dividendi. Dividends' may be declaredand ptLidon the Common Stock from
     rund~ lawfully available therefor as and when determined by l:heBoard of Directors and subject
     to any prefer~ntial dividend rights of any then outstandingPrc:ferredStock.




..
                                                 -2-


        3.      Ui~~olution. LiQuidation or Winding U~. In the event of any dissolution.
li:quidation or winding up of the affair$ of the Carparation. whether volWltary or invulUDtary,
eal:hissued and ouuumding shareof Common Stock shall entitle the holder thereof to receivean
                                of
equal portion of the net a.~~ets the Corporation availablefor distribution to the holders of
Common Stock. subjectto aIiy preferential rights of any then outstnndingPreferredStock.

        4.       Voting Richts. Except as otherwisereqwred t,y law or this Amended and
R~estated Certificate of Incorporation, eachholder of Common Stock shall havc one vote in
        of
rc:spcct each shareof stock held of record by suchholder Otlthe books of the Corporation for
thc clection of directors and on all matterssubmitted to a votc of stockholdersof the Corporation.
        as
E,xcept otherwise requirtd by law or provided herein,holders of CommCln       Stock shall vote
                                                                       to
togetherwith holders of the Prcfcrrcd Stock os 0 single class, s;ubject any spccial or
preferential voting rigbts of !mYthen outstandingPreferredSu)ck. There shnlJbe no cwnulativc
voting.

        B.      PR~FF:RREDSTOCK

                                                                 at
        The PreferredStock may be issuedin one or more seril~s suc;h     time or times and for
SIJch                                 as
      considcrationor considerations the Board of Directors of the Corporation may detennine.
                                   as
Each series shall be so designated to distinguish the shares  thereof from the sharesof all othcr
sc:riesand classes. Exceptas otherwiseprovided in this Amendedand RestatedCertificate of
Incorporation, different seriesofPre:ferredStock.shall not be construedto constitute different .
classesof sharesfor the purposeof voting by classes.

         The Board ofDirector3 is expresslyauthorizedto provide for the issuanceof all or any
sharesof the undesignated    Prefcrrcd Stock in onc or more Seril:S, eachwith suchdesignations,
p1:eferences, voting powers (or special.preferential or no votiD;~ powers), relative, participating,
          or
oplioru11 other special rights and privileges and suchquaIjfic:ations,limitations or restrictions
                                                                    by
thereof as shall be statedin the resolution or resolutionsadoptc:d the Board of Directors to
                                                                       (a
createsuch ~eries,and a certificate of said resolution or resolu1ions "Certificate of
Designation") sha1lbe filed in accordance   Viith the GeneralCorporation Lnw ofthc Statc of
Delaware. The authority of the Board of Directon \llith respectto each sut;hseriesshall include,
                                                                          of
without limitation of the foregoing. the right to provide that th(~shares each suchseries may
bc:: (i) subjcct to rcdcmption at suchtime or times and at suchprice or prices; (ii) entitled to
receive dividend~ (which mayhe cumulative or nnn-cumulative)at suchrates. on such
                                                           to,
conditions, and at suchtimes, and payablein preference or in such relation to, the dividends
payable on -any                         or
                  uth~r classor t;lasses any other series;(iii) entitled to suchrights upon the
                                                       ot:
dissolution ot: or upon any distribution of the assets the Corporation; (iv) CQnvertible     into, or
               for.
e>;changcabJe sharesof EU1y             class or classesof stock. or of any other seriesof the same
                                   oU1c:r
                              of
or any other classor classes stock of the Corporation at suchprice or prices or at suchra~s of
e'~change                               if
           nnd with such edjustrnents, any; (v) cntitIcd to thc bcncfit of suchlimitations, if any,
on the issuanceof additional sharesof suchseriesor sharesof any other stries of Prcferred
SI:ock;or (vi) entitled to suchother preferences,  powers,qualifications, rights and privileges, :Ill
   tl1e
as; Board ofDircctors may decmadvisableand as are not lllconsistenC          with law and the
                              and
provisions of this .L\mended RestatedCertificate oflnco~Jration.
                                                   -3-



         FIFTH.            The Corporation is to havc perpetualexistence.

       SIXTH.         The following provisions are included for the management        oftbe business
and the conduct of the affairs of the Corporation. and for further definition, limitation and
regulation of the powers of the Corporation arId of its Board of Directors arid stockholdcrs:

                1.     The businessand affairs of the Corporation shall be managedby or under
the direction of the Board of Directors of the Corporation.

                 2.     The Board of Directors ofthc Corporation is expresslyauthorized to
adopt, amend or repeal the By-laws of the Corporation. subject to any limitation thereof
contained in the By-Iaw~. The stockholdersshall wso havetJlepowcr to adopt,amend or repeal
the By-laws of the Corporation; ~rovided, ho~vert that, in addition to any vote oftbe holders of
any class or s~ries of stock of the Corporation requiicd by la\v or by this Amended and Rcstat~d
Certificat~ of Incorporation, the afflrInative vote of the holdcrs of at least sixty-six and two-thirds
percent(66 2/3%) of the voting power olall of the thenoutstandingsharesof the capital stock of
the Corporation entitled to vote generally in the election of diIectors, voting togetheras a single
class, shall be required to adopt, amendor repeal any provisic,nof the By-laws of the
Corporation.

                   3.      Stockholders of the Corporation may n:ottake any action by written
      in
oonsent li~u of a meeting.

                 4.     Special meetingsof stockholdersmay Ibccalled at any time only by the
President.the Chainnan oftlle Board of Ducctors (if any), or a majority of the Board of
Ctuectors. Business transactedat any special meetingof stoclkbolders shall be limited to matters
rc:latingto thl: purpose or purposesstated in the notice of mecting.

               5.                                                at
                      Thc books of the Corporation may be ~~ept suchplace within or without
ule State of De)awareas the By-laws of the Corporation may provide or as may be designated
fr'Omtime to time by the Board of Directors of the Corporatic,n.

        SEVENTH.

        1.     ~umber of Directorl. The nwnber of directors which shall constitute the whole
Board of Directors shall be determined by resolution of a majority of the Boord of DiIectors, but
LIlno event shall the nwnber of directors be less than three. 1ne number of directors may be
           at
d,=creased any time and from time to time by a majority of the directors then in office. but only
to eliminate vacanciesexisting by reasonof the death,resigncltion)     removnJor expiration of the
tc:rmof one or more direc:tors. The directors shall be elected ,!Itthe annualmeeting of
sl~ckholders by such stockholdersas have the right to vote on suchelection. Directors need not
b,~ stockholders    of the Corporation.
                                                ..4-


       2.                of                                         be
               C':13..'~e~ Djrecton. The Board of Directors ~;ha11 and is divided into three
cla~~~s: Cla.>sI, Class II and Class III. No one class shall ha.v~more than one director more than
any other cJaS5.

        3.     Election of Directon. Electionsof directorsru:ednot be by written ballot except
                                           of
as and to the extentprovidcd in the By-ID.wS the Corporation.

         4.       T_ermsof Office. Eachdirector shall servefor a term endingon the dateof the
tJilid annual meetingfollo'Wingtl1cannualmeeting at which suchdirectorwas elected;provided.
howC'ver,   thill eachinitial director in ClassI shall servefor a tem1endingon the dateof the
al1nualmcetillg next following the end of the Corporation'sfisc:alyear ending December t    31
1995~                                                                 on
        eachinitial director in Class II shall servefor a term C'nding the dateof the aru1ual
                                                                                    31,
meeting next following the end of tl1cCorporation'sfiscal year ending DecC'TDber 1996~        and
                                                                    the
cilch initial director in ClassIII shall servefor a term ending011 dateof the annual meeting
                   the
next follo'Wil1g end of tl1eCotporation'sfiscal y(:arendingDecember 1997.  31,

         s.                                                 in
                  Allncation of Directo" Among C'a~.1e.1 the Event onncrease~ or D«re~es
                                                              or          in
tll the Number of Directon. In the eventof any increase decrease the authorizednumber
 of dircctors, (i) cachdirector then servingas suchshall nevertheless   continueas director of the
class of which he or sheis a m"ember    until the expirationof suc:h director'scunentterm or his or
her prior death, retirementor resignationand (ii) the newly createdor eliminateddirectorships
rc:sultingfroro suchincreaseor decrease    shall be apportionedby the Board of Dircctorsamong
tile three classesof directors so as to ensurethat no one classhasmore than one directormore
tllan aJ1Y other class. To the extentpossible. consistent  witl1th,~foregoingrule, any newly
cJreated  directorships shall be addedto thoseclasses  whoseterrl1sof office areto expire at the
e.lrliest dates following suchallocation, unlessotherwiscprovidedfor from time to time by
rc:solutionadopted by a majority of the directorsthen in office, thoughlessthan a quorum. No
dl:creaseih the number of dircctors constiMing the whole Board of Directors shall shortenthe
te:rmof an incumbentDirector.

         6.      Tenure.. Notwithstanding MY provisionsto theicontrarycontainedherein, each
                                                    is
director shall hold office until his or her successor electedaI:ldqualified, or until his or her
eilrlier death, resignationor removal.

        7.      Vacancies. Unless and until filled by the stock:bolders, any vacancy in the Board
of Directors. however occurring, including a vacancy resulting from an enlargement of the Board
of Directors, may be filled only by vote ora majority of the du'ectors then in office, even if less
Ulan a quonlm. or by a sole remaining director. A director elec:tedto fill a vacancy shall be
e)lectedfor the unexpired term of rus or her predecessor in offic:c, if applicable, and a director
        to
cJ:1osen fill a position rcsulting from an inc~ase in the number of directors shall hold office
      the
U;[1til ne;ltt election of the class for which such director shnlJhave been chosen and W1til his or
her successor is elccted and qualified, or until his or her earlier death, resignation or removal.

       8.     Quorum. A majority of the total numberof thE!   whole Board of Directors shall
~Jnstitutca quorum at all m~tings of the Board of Directors. In the eventone or mOreof the
                                                 -5-


 directors shall bc disqualified to vote at any meeting,then the required quorum shall be reduced
 by one for each.suchdirector so disqualified; provided, ho'wever,that in no caseshall less.than
                                                                             of
 0nc-thjrd (1/3) of the number so fixed constitutea quorum" In the absence a quorum at any
 such meeting, a majority of the directors prcscnt may adjollrn the mceting from time to time
                                                  at
 without further notice otherthan announcement the mccting, until a quorum shall be prcscnt.

         9.       Action at Meetige. At any meetingof the :Boardof Directors at which a QUOl1lIIl
 i~ present, lh~ vote of a majority of those presentshall be sufficient to take any action, unless a
 different vote is specified by law or the Corporation'sBy.laws.

        10.     RemoYB.I.Anyone or more or all of the directors may be removed without cau.sc
only by the holders of at leastseventy-five percent(75%) of the sharestheDentitled to vote at an
                                                              may
election of director~. Anyone or more or all of the dircctOJrs be removed with causeonly by
the holdcrs of at leasta majority oftl1e sharesthenentitled to yotc at an election of directors.

         11.     Stnckholder Nomination.. and Tntrodu~tion ofBusineJ.4.Etc. Advance notice
                                                               businessto be brought by
(')fstockholdt:r nominntions for election of directorsand ot1:Lcr
stockholders before a mceting of stockholdersshall be given in the mannerprovided in the By-
law~ of the Colporation.

        12.    Rieht~ of Preferred Stock. The provisionsofrrus Article arc subjectto the rights
of the holders of any 5eriesof PreferredStock from time to time outstanding.

        EIGHTH.          No director (including any advisory director) of the Corporation shall be
 pcrsonally liable to the Corporation or its stockholdersfor mon~tarydamagesfor breachof
                                                 any
fiduciary duty as a dircctor not\J4ithstanding provision of law imposing such liability;
provided. ho~'ever. that. to the extentprovide~ by applicabl:e     law, this provision shall not
eliminal~ lht: liability of a director (i) for any breachof the ,directors duty ofloyalty to the
Corporation or its stockholders,(ii) for actsor omi~sionsnot in good faith or which involve
intentional misconduct or a knowing violation of law, (ill) llnder Section 114 of the General
Corporation Law of the State of Delawar~.or (iv) for any transactionfrom which the:director
                                                           to
derived an impropcr personalbenefit. No amendment or repeal of this provision shall apply to
or have any effect on the liability or alleged liability of any director for or with respectto any
                                                      to
acts or omissions of such director occurring priO1' such arnendmcntor repeal.

        NINm.
        1.        ActioM. Suits and Pr()ccedin~~Othcr thaJl b): (}r in the Right of thc
                  The
!:2.rR9.r.1..ti.o.!!. Corporation shall indemnify eachpcrsOrl   who was or is a party or is
threatenedto be madea party to any threatened.pendingor completedaction, suit or proceeding.
whether civil, criminal, administrativc or investigative (othl~rthan an action by or in the right of
the Corporation), by rcasonof the fact that hc is or was,or has agreedto becom~ a director or
                                                                to       at             of
officer of llic Corporation, or is or was serving, or has agre~:d serve-, the Ie-quest the
                                     or
Corporation. as a director, OffiCe-f trustee of, or in a similar capacitywith, anothercorporation,
partnersrup,joint venturc, trust or other enterprise(including any employcebenefit plan) (all
                                                 -6.

                                            as
 suchpersonsbeing referredto hereafter an "Indcnmitce").or by reasonof any action alleged
 to have beentakenor omitted in suchcapacity,againstall c:xpenses        (including attorneys'fees),
judgments, fines and omountspaid in scttlcmentIlctuclly arid reasonably                by
                                                                              iI1curred him or on
                                                                  and
 rusbchalf in connectionv.itlt suchaCtion.suit or proceedin:~ anyappealtherefrom, if he
actcd in good faith and in a mDrulefhe reasonably    belicvcdto be in. or not opposedto, the best
interestsof thc Corporation,and, with rcspcctto anycriminal actionor proceeding,had no
rcnsonnblecauseto believc his conductwasunlawful. The terminationof anyaction, suit or
proceeding by judgment, order, settlement,                          a
                                               convictionor u~lOn pica of!lQ1Q                or
                                                                                  contender~ its
 equivalent, shall not, of itself, crcatea presumption tltat thc persondid not act in good faith and
 in a m"cmner which he reasonably                                      to,
                                      believedto bein. or not oJ;Jposed the bestinterestsafthe
Corporation, and, Vtith ~spect to any criminal actionor proceeding,had rcasonable        causeto
bclicve that his conductwasunlawful. Notwithstandingan:~g to thc contraryin this Article,
exceptas setforth in Section6 below, the Corporationshall.not indenwify an Indemnitee
seeking indemnification in connectionwith a procccding(or part thereot)initiated by the
Indcmnitee un]esstlte initiation thereofwas approvedby th~:       Board of Directors of the
Corporation.

        2.      Actions or Suit~ b~ or in the Rjght of the COI1loration. The Corporation shall
                                                                      to
 indemnify any lndemnitecwho was or is a party or is thrcatcncd be madea party to any
threatened.pendingor completedaction or suit by or in the right of the Corporationto procure a
judgment in its favor by reasonof the fact thathe is or was.or hasagrccd to bccome,a director
                                                                     to
or officer of thc Corporotion, or-is or was serving,or hasag;reed serve, at the requestof the
Corporation. as a director. officer or trustceof, or in a simililr capacitywith, anothercorporation,
partncrsrup.joint venture. trust or other enterprise  (includj~~ anyemployeebenefitplan), or by
re~on of allY action allegedto havc beentakenor omitted i:rtsuchcapacity,againstall expenses
(including attomcys' fees)and nmountspaid in settlement       al:tuallyand ~asonably incurred by
                                                                             and
him or on hi:; behalf in connectionwith suchaction, suit or JProceedjng any appcalthcrefrom,
                                                                     to
ifhe acted in good faith and in a manncrhe ~nsonablybeli~~ved be in, or not opposed the     to.
                                                                                    in
best interests of the Corporation, exceptthat no indemcificationshall be mDd= ~spect of any
claim, issue or matter as to which suchpersonshall havebccn adjudgedto be liable to the
                                                                           of
Corporation unlessand only to the extcnt that the Court of <:hancery Delawarcor the court in
which such action or suit was broughtshall determineupon applicationthat, despitethe
                                                                       of
adjudication of suchliability but in view of all the circwnst.mces the case,       suchpersonis fairly
and re:asonahly  entitled to indemnity for such expenses   (incJluding  attorneys'fees)which the
                     of
Court of Ch.1ncery Delawareor suchothcr court shall dec:m          proper.

        3.       Indemnification for Expen..e..ofSucces-,f1JtJ                           the
                                                                Pam. Not\1tithstanding other
                                                                                  on
provisions ()f this Article. to the extentthat an Indemniteehas beensuccessful, the merits or
otherwise, in defenseof any action, suit or proceeding            to
                                                        refe~red in SectionsI and 2 of this
Article. or in defenseof anyclaim, issueor mattcrtherein.or on appealfrom any suchaction,
suit or proceeding.he shall be indemnified againstall expetlses    (including attorneys'fees)
actually and reasonably                                                              Without
                           incurred by him or on his bchalf in connectionthc:re\Atith.
                                                          is           of,
limiting th~ foregoing, if anyaction, suit or proceeding djisposed on the merits or otberwisc
                                                                                       to
(including a disposition without prejudice), without (i) the tlispositionbei~ adverse the
Indemnitee, (ii) an adjudicationthat the Indemniteewas liable to thl: Corporation. (iii) a plea of
                                              .7.


guilty or nal2 ~nt~ndeIe by the lndenmitee. (iv) an adjudi~~tionthatthe Indemniteedid not act
in good faith aJldin a mannerhe reasonably belicved to be in or not opposedto the bestinterests
                                                                    an
oftbe Corporation, and,(v) with respectto any criminal proceeding, adjudicationthat the
Indemniteeburl reasonable causeto belicve his conductwas unlawful, the lndeIIU1itee shall be
considcred(or the purposehercofto have beenwholly successful                thereto.
                                                                 with respect

        4.                                                                        to
                 Notification and Defeme otClaim. As a condition precedent his right to be
indemnifi~dttJ1e                                                       as
                  Indemnitcc must notify the Corporation in '.alriting soonas practicableof any
nction, suit, proceedingor investigationinvolving him for w:hich indemnity will or could be
                        to
sought. With respect any action. suitt proceedingor investigationof which the Corporation is
so norified, th~ Corporationwill be entitled to participatetherein at its own expense and/or to
         the
assume defenscthereof3.tits own expense,         with legal co1.mse1 reasonably  a~ptQble to the
                                                                    of
Indemnitee. After notice from the Corporationto the IndemJ1itee its electionso to asswne
                                                                      for
suchdefensc,the Corporationshall not be liable to the Inden1J1itee any legal or other
cxpensessub~equently      incurred by the Indemniteein connection~th suchclaim, oilier than as
provided below in this Section4. The Indemniteeshall havethe right to employ his o~ counsel
                                                            of
in coMection with suchclaim, but the feesand cxpepses suchcounselincurred after notice
from the Corporation of its assumptionof the defense     thcreo:rshallbe at the expenseof the
Indemniteeuiuess(i) the employmentof counsel by the Indemniteehas beenauthociz=dby the
                            to
Corporation. (ii) co\U1sel the Inderrn1ilec   shall have reasoro1blyconcludedthat there may be a
                                                                  the
conilict of interestor position on any significant issuebetW~~n Corporationand the
Indemnitee in the conductoftb~ defenseof suchactionor (iii) the Corporationshall not in fact
                           to
hnve employ(;d coW1sel assumethe defenseof suchaction" in eachof which cnses fees and  the
                                               be
expensesof counselfor the Indetnnjteesha.11 ~t the expenseof the Corporation, e;(cept       as
                                                                  shall
othcNise expresslyprovided by this Article. The CorporatiCJD not be entitled, ~thout the
                              to
consentnf tht:Ind~nu1itee. assumcthe defenseof any clairrt brought by or in the right of the
                                       for
Corporation or as to which co1.lnsel the Indemniteeshall bavc rensonably         madethe conclusion
provided for in clause(ii) above.

        5.      Ad~ance Qf Ex~emes. Subjectto the provisilonsof Section6 below, in thc event
                                       the                 to
that the Corporation does not assume defensepursuant Section4 of this Article of any
action. suit, proccedingor investigationof which the CorponltioDreceivesnotice under this
ArticlCyany cxpen~es   (including attorneys'fees)incurred by ;m Indemniteein defendinga civil
or criminal action. suit, procecdingor investigationor Wlyappealthe;refromshllll be paid by the
                          of
Corporation in IJdvcmce the final disposition of suchmatteJr,  ~rovided, however, that the.
pnymentof ~uchexpenses                                            of
                             incurred by an Indemniteein adval1ce the final disposition of such
matter sh41lbe made only upon receiptof an undertakingby loron behalf of the Indemniteeto
                                                 it
repay all amountsso advancedin the eventt11at shall ultimntely be determinedthat the
                                              by
indemcitee is not entitlcd to be indenU1.ified the Corporationas authorizedin this Articlc.
Such W1dcrtaking                                                               suchpersonto
                   may he acccpledwitllout r~ferenccto the financial ability <?f
make suchrepayment.

       6.      Procedure for Indemnincagon. In ordcr to ~)btain   indemnification or
              of
advanccment expens~s     pursuantto Section 1.2.3 or 5 of this Article, the lndenmitee shall
submit to the Corporatinna written request.including in suchrequestsuchdocumentationand
                                                 -8.


 information as is reasonablyavailable to the-Indenmitccal1dis reasonablynecessaryto detennine
                                             is
whether and to what extent the Indemnitee- entitled to i.ndemnificationor advancement          of
expenses. Any such indemnification or advan~ment of e)tpenses          shall be madepromptly, and in
 any cvent within 60 days after receipt by the Cnrporation of the writtcn requestof the
Indcmnitcc, lU1lcgs  with respectto requests  under Section :1,2or 5 the Corporation detennines,
by clear and conV111cing  evidence,within such 60-dayperi'Jd that the lndenulitee did not meet the
                                                                the
applicable st.lndard of conduct setforth in Section1 or 2, ElS casemay be. Such
detenninatiol1shall be made in t:achinstanceby (a) a majority vote of the directors of the
Corporation who are not at that timc panics to the action, suit or proceeding in question
("disintere~t~ddirectors"), even tll0Ughless thAna quorum, (b) if there are no guchdisinterested
directors, or if suchdisinteresteddirectors gOdirect, by independent     legal counsel(who may be
                      to
regular legal cOW1sel the corporation) in a written opinion, (c) a majority vote of a quonun of
the outstanding sharesof stock of all classes  entitled to vote fnr directors, voting as n single class,
                                                                                to
which quorwn shall consist of stockholderswho nre not at thattime partie... the action, suit or
proceedingm question, or (d) the Delaware Court ofChan~~ry.

        7.      Remedie... The right to indeIImification or :!dvancesas grantedby this Article
shall be enforceable by the Indemnitee in any court ofcom]petmtjurisdicrion if the Corporation
denies such rcquest. in wholt: or in part, or if no disposition.thereof is made \\Iithin the 60-day
                                                                       by
period referred to above in Section6. Unlessothcrwise pcc,vided law, the burden ofproving
                                                                           of
that the rndenmit~ i~ not ~ntitled to indemnification or ad~'ancement expenses          under this
Article shall be on the Corporation. Neither the failurc of tJlCCorporationto have madea
detenllination prior to the commencementof such action that indemnification is proper in the
circumstancesbecausethe Indemnitee has met the applicablc standardof conduct, nor an actual
                                              to                the
determination by the Corporation purS\U1nt Section6 tha1: IndelMite~ has not mct such
applicable standard (If conduct, ~hall be a defenseto the action or createa presumption that the
Indemnitee hils not met the applicable standardof conduct. The Indemnitce'scxpenses
                                     in
(including at[nmeys' fees)incUITed connection~th succl~~srully           establishinghis right to
indemnification, in whole or in part. in any such proceeding;    shall also be indemnified by the
Corporation.

        8.      Sub5e~uent Amendment. No amendment,tennination or repeal of this Article
or of the relevant provisions of the General Co.rporationLa'1I of the StBtetlfDelaware or any
othcr applicnblc laws shall affcct or diminish in any way ilic~rights of any indemnitee to
indemnification   under the prnvi~ions hereofwith respect to any action, suit, pro~ding      or.
                                                                     or
investigation arising out of or relating to any actions, tr3.Dsactions facts occurring prior to the
final adoption of such amcndmcnt,termination or rcpenl.

         9.     Other Right~. The ind~mnification and advancemcntof expenscs         provided by
this Article shall not be decmedexclusivc of any other rights to which an mdemnitee seeking
                                   of
indemnification or advancement expensesmay be entitl~,dunder any law (common or
statutory). agreementor vote ('If stockholdcrs or disinterc.5ted directo~ OT ntherwise)both as to
action in his officiill capacity and as to action in any other capacitywhile holding office for the
Corporation. and shnll continue as to an Indemniteewho has ceas~dto be a director Orofficer.
aDdshall inure to thc benefit ofthc estate,hcirs. exccutorsand administratorsof tile Indemnitee.
                                                  -9



Nothing contained in this Article shall be deemedto prohibit, and the Corporation is specifically
nuthorized to enter into, agreementswith officers and directors providing indcIIU1ificationrights
and procedures different from those set forth in flUsArticle. In addition, the Corporationmay, to
the extent authorized from time to time by its Board of Directors, grant indemnification rights to
                                                                         the
oilier employees or agentsofthc Corporation or otherper~onsSeI'Ying Corporation W1d         such
rishts may be equivaIentto, or greateror lessthan, thosese1:  forth in this Article.

         10.    Padial Igdemnification. If an Indemniteeis ~tit1ed under any provision of this
Articl<::to indenutitication by the Corporation for someor a portion of the expeDSes  (including
                                    or
attomey~' fccs), judgments. flDCS amoW1~      p~d in settlcm.ent          aI1d
                                                                 act'l1ally reasonablyincurred
by rum or on his behalf in connection with anyactio11.                   or
                                                       suit. :proceeding investigation and any
appeal therefrom but not, howcv~r, for the total amountthereof.the Corporationshall
neverthe)essindemnify the Indemnitee for Uteportion of suc;h    expenses  (including attorneys'
                                                                                is
fee~),judglneJltS.fines or amountspaid in settlementto which the IDdcIIU1itec entitled.

        11.     Insunnc,- The Corporation may purchase~LI1d                          at
                                                                 maintain in.\'\U"ance, its
                                                              or
expense,to protect itsclf and any director, officcr, employee: agentof the Corporation or
anothcr corpuration, partne~hip, joint venture,trust or other enterprise(including any employee
benefit plan) ag~t any expense,liability or loss incurred by him in any such capacity,or
arising out of his statusas such. whether or flot the Corpora1ionwould have the power to
indemnify sUl;hpCIsonagainst suchcxpense,liability or 10s:)   tmder the Ge11eral  Corporation Law
of the State of Delaware.

        12.      Merger or CoMolidation. If the Corporation is mergedinto or consolidated with
another corpC'rationand the Corporation is not the surviving corpomtiun, tlle surviving
corporation ~ha11  assumethe obligations of the Corporationunder this Article with respectto any
action, suit, proceediDgor investigation arising out of or relilting to anyactions, transactionsor
facts occurring prior to the date of such mere:cror consolidation.

        13.     SaviDe~Cb~.        If this Artic.lc or any portion hereofshall be invalidated on MY
groWld by any court of compctentjlnisdiction. thenthe COtiPoration        shall neverthelessindemnify
eachIndCIIU1it~ as to any expenses(includb1gattorneys'fc:c:s),      judgments, fiI1esand amounts
paid in settIcmcnt in connectionwith any nclion, suit. procel:dingor invcstigation. whether civil.
criminal or i]dmjnistrativc, including an acti()n.byor in the tight of the Corporation. to the fullest
extent permitted by an applicnble portion of this Articlc tha1:   shall not have beeninvalidated and
to the fullcst cxtcnt permitted by applicableJlaw.

       14.   Definitiom. Terms used hen:in and defined in Section 145(h)and Section 145(1)
             CorporatioD Law of the Stateof Delawareshall have the respectivemCaDiDgs
oftne GcncrD.l
        to
.1Ssigned such terms in such Section 145(h)and Section 145(i).
       15.     Sub!eguent Legi~Jmtign.Iflne GeneralCor])Ofation  Law of the Stmcof
                                                 to      further the indemnification
Delawareis amendedafter adoptionof this }I.,rticle expancl
pem1ittedto Indemnitees,                                                 to
                        then the Corporationshall indcmnify suchpersons the fulleSt e~ent
                                                                ns
permitted by the GeneralCorporationLaw of the StateofD~:laware. so ounended.

                                                1he                        any
        TENllI. The Corporationreserves right to amendor rcp<:a1 provisioncontained
in this Amendedand Restated                                  in
                                 Certificateof :[ncorporation the roaMer prescribedby the laws
of the State of Delawareand all rights confezred                      are
                                                    uponstockbolders graJlted      subjectto this
reservation,PIovided,however,that in addition to the vote of the holdersof anyclassor seriesof
                                                                and
stock of the Corporationrequiredby law or by this ArnendeCl Restated          Certificateof
IncoIporation, but in addition to anyvoteof Ithe   holdersof arLYclassor seriesof stock of the
Corporationrequiredby law, this AmendedandRestated                     of
                                                           CCJmficatc Incorporationor a
Certificate of Designarion                to
                            with respect a seriesof PreferredStock,the afftmiative vote of the
                                                                   at
holdersof sharcsof voting stockof the Corporationrepresenting leastseventy-fivepercent
(75%) of the voting power of all of the then outstanding         of
                                                          shares the capitalstock of the
                                                       of
Corporation entitled to vote generallyin the 4~lection directors,voting togetheras a single
                                                                                     of
class, shnll b~ requiredto (i) reduceor elirninntethe numberof authori~d shares Common
                                             of
Stock or the nwnber of authorizcdshares Preferred       Stock :Jetfortb in Article Fourth or
                      or
(ii) amendor repeaJ, adoptanyprovision inconsistent       with. PartsA and B of Article FOURTH
And Articles FIFTH, SIXTH. SEVENTH. E]:GHTH.NINTE:. andthis Article TENl1i' of this
Amended and Restated     Certificateof Incorporation.                                           -
                                               -11-


               IN WJTNESSWHEREOF. the undersi       hasheretlntosignedhis nomeand affirmsRestated
       that thc statements
                         madein this Amendedand        Certificate of Incorporation are true
       underthe penaltiesof peIjury this ~ day of -D..~~~_4~. 199.[:




                                             ~~--
                                      Br'R;~~R~~




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