Certificate of Incorporation

AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


OF


ESPEED, INC.


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eSpeed, Inc., a Delaware corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), hereby certifies as follows:


1. The name of this corporation is eSpeed, Inc. (the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 3, 1999 under the name "Cantor Fitzgerald Electronic Commerce Holdings, Inc."


2. Pursuant to Sections 242 and 245 of the GCL, this Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation of the Corporation.


3. This amendment of the Corporation's Certificate of Incorporation contained in this Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholder of the Corporation in accordance with the provisions of Sections 242 and 245 of the GCL.


4. The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:


ARTICLE ONE


The name of the Corporation is eSpeed, Inc.


ARTICLE TWO


The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.


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ARTICLE THREE


The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.


ARTICLE FOUR


The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Hundred Fifty Million (350,000,000) shares, consisting of (i) Fifty Million (50,000,000) shares of Preferred Stock, par value one cent ($.01) per share (the "Preferred Stock"), and (ii) Three Hundred Million (300,000,000) shares of Common Stock (the "Common Stock"), of which Two Hundred Million (200,000,000) shares are designated as Class A Common Stock, par value one cent ($.01) per share (the "Class A Common Stock"), and One Hundred Million (100,000,000) shares are designated as Class B Common Stock (the "Class B Common Stock"), par value one cent ($.01) per share. Shares of Class B Common Stock that are converted into shares of Class A Common Stock shall be retired and not reissued.


A statement of the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, in respect of each class of stock of the Corporation is as follows:


PREFERRED STOCK


The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more classes or series. Subject to the provisions of this Amended and Restated Certificate of Incorporation and the limitations prescribed by law, the Board of Directors is expressly authorized by adopting resolutions to issue the shares, fix the number of shares and change the number of shares constituting any series, and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (and whether dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any class or series of the Preferred Stock, without any further action or vote by the stockholders.


COMMON STOCK


1. Reclassification.


Effective immediately upon the filing with the Secretary of State of the State of Delaware of this Amended and Restated Certificate of Incorporation, and without further action on the part of the holders of the common stock outstanding immediately prior to the time of such filing (the "Outstanding Common Stock"), each share of Outstanding Common Stock shall


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immediately and automatically be converted into one share of Class B Common Stock. Effective immediately upon the filing with the Secretary of State of the State of Delaware of this Amended and Restated Certificate of Incorporation, each certificate representing a share of Outstanding Common Stock thereafter shall be deemed to represent a share of Class B Common Stock.


2. Voting.


(a) At each annual or special meeting of stockholders, and for all other purposes, each holder of record of shares of Class A Common Stock on the relevant record date shall be entitled to one (1) vote for each share of Class A Common Stock and each holder of record of shares of Class B Common Stock on the relevant record date shall be entitled to ten (10) votes for each share of Class B Common Stock. Except as otherwise required by law and this Amended and Restated Certificate of Incorporation and subject to the rights of holders of any series of Preferred Stock of the Corporation that may be issued from time to time, the holders of shares of Class A Common Stock and shares of Class B Common Stock shall vote together as a single class on all matters voted on by the stockholders of the Corporation.


(b) Neither the holders of shares of Class A Common Stock nor the holders of shares of Class B Common Stock shall have cumulative voting rights.


3. Dividends: Stock Splits.


Subject to the rights of the holders of shares of any series of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation, holders of shares of Class A Common Stock and shares of Class B Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. If at any time a dividend or other distribution in cash or other property (other than dividends or other distributions payable in shares of Common Stock or other voting securities or options or warrants to purchase shares of Common Stock o ...