Amended And Restated Certificate Of Incorporation

AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


OF


ANDOVER.NET, INC.


Andover.Net, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows:


The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 19, 1999.


The Board of Directors of the Corporation, by unanimous written consent, duly adopted resolutions setting forth the Amended and Restated Certificate of Incorporation herein contained, declaring its advisability and directing that such Amended and Restated Certificate of Incorporation be submitted to the holders of the issued and outstanding capital stock for approval in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and the Corporation's Certificate of Incorporation, as previously amended.


The Amended and Restated Certificate of Incorporation was duly adopted, after having been declared advisable by the Board of Directors of the Corporation by the stockholders of the Corporation by written consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware, and prompt written notice of the taking of the action without a meeting by less than unanimous written consent has been given in accordance with section 228(d) to the stockholders who did not consent in writing.


The text of the Amended and Restated Certificate of Incorporation of the Corporation, as restated and amended (herein called the "Restated Certificate of Incorporation") shall read in its entirety as follows:


FIRST: The name of the Corporation shall be:


ANDOVER.NET, INC.


SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is The Corporation Trust Company.


THIRD: The purpose or purposes of the Corporation shall be 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.


FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 101,000,000 shares, which shares shall be divided into two classes


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consisting of: (i) 100,000,000 shares of Common Stock (with $.01 par value per share) ("Common Stock") and (ii) 1,000,000 shares of Preferred Stock (with $.01 par value per share) ("Blank Check Preferred Stock").


The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Common Stock and the Preferred Stock shall be as follows:


A. COMMON STOCK


1. VOTING RIGHTS. Except as otherwise required by law or this Amended and Restated Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of Common Stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation. There shall be no cumulative voting.


2. DIVIDENDS. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock, subject, however, to the limitations contained in Part B below.


3. DISSOLUTION, LIQUIDATION OR WINDING UP. After distribution in full of the preferential amount, if any, to be distributed to the holders of series of the Blank Check Preferred Stock (in accordance with the relative preferences among such series) in the event of involuntary liquidation, distribution, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, or whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of Common Stock held by them respectively.


B. BLANK CHECK PREFERRED STOCK


1. ISSUANCE. Shares of Blank Check Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of the Blank Check Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers, if any, and the designations, relative preferences, participating, optional or other special rights or privileges of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.


2. AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of the Blank Check Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors of the Corporation the voting powers, if any, and the designations, relative preferences, participating, optional or other


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special rights or privileges, and the qualifications, limitations or restrictions of such series, including, but without limiting the generality of the foregoing, the following:


(a) The distinctive designation of, and the number of shares of the
Blank Check Preferred Stock which shall constitute such series. The
designation of a series of preferred stock need not include the words
"preferred" or "preference" and may be designated "special" or other
distinctive term. Unless otherwise provided in the resolution issuing
such series, the number of shares of any series of the Blank Check
Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the Board of Directors
in the manner prescribed by law;


(b) The rate and times at which, ...