AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NETWORK ACQUISITIONS, INC.
The following Amended and Restated Articles of Incorporation were
duly adopted by the shareholders of Network Acquisitions, Inc. pursuant to
the Colorado Business Corporation Act. The number of shares voted for the
Amended and Restated Articles of Incorporation was sufficient for
approval. These articles correctly set forth the provisions of the
Articles of Incorporation, as amended, and supersede the original Articles
of Incorporation and all amendments thereto.
ARTICLE I
NAME
The name of the Corporation is Cavion Technologies, Inc.
ARTICLE II
AUTHORIZED CAPITAL
A. COMMON STOCK
CLASS A COMMON STOCK. The Corporation shall have authority to issue
19,970,000 shares which shall be designated as Class A Common Stock,
$.0001 par value per share.
CLASS B COMMON STOCK. The Corporation shall have authority to issue
30,000 shares which shall be designated as Class B Common Stock, $.0001
par value per share.
The shares of Class A Common Stock and Class B Common Stock
(collectively, the "Common Stock") shall be identical in all respects
except that the Class B Common Stock is subject to an option (the "Put")
for the holder thereof to sell the shares to the Corporation, and a option
(the "Call") for the Corporation to buy the shares from the holder, in
each case at the price of $7.00 per share (as adjusted pursuant to the
terms set forth below). The terms of the Put and the Call are as follows:
The Put shall be exercisable only by the holder giving notice
of exercise to the Corporation during a 60-day period beginning on
the date that is 30 days after the date on which 100 credit unions,
or other entities associated with the credit union industry that
provide equivalent revenue generating opportunities to the
corporation, have subscribed and connected to the Corporation's
secure network, or equivalent services of the Corporation (the
"Exercise Period"), specifying the number of shares of Class B Common
Stock as to which the Put is exercised. If not exercised within the
Exercise Period, the Put shall expire at 5:00 p.m., Denver time, on
the last day of the Exercise Period.
The Call shall be exercisable by the Corporation at any time
from the date of Issuance of the Class B Common Stock through the
expiration of the Exercise Period by written notice to any holder of
Class B Common Stock with respect to all or any part of the shares of
Class B Common Stock owned by such holder.
No later than 60 days after the end of the Exercise Period, the
Corporation shall tender payment in full for all shares of Class B
Common Stock as to which the Put or the Call is exercised (plus any
accumulated but unpaid dividends on such shares), in immediately
available funds, against delivery to the principal offices of the
Corporation of certificates representing such shares, accompanied by
executed stock powers in proper form for transfer, free and clear of
all liens, claims and encumbrances.
In the event of any recapitalization, stock split, combination
of shares, or stock dividend, any shares into which shares of Class B
Common Stock are converted shall be subject to the Put and the Call,
and appropriate adjustment shall be made in the purchase price for
the Put and the Call.
If at the end of the Exercise Period neither the Put nor the
Call has been exercised with respect to any shares of Class B Common
Stock, then each outstanding share of Class B Common Stock shall
automatically be converted into one share of Class A Common Stock,
effective on the day after the last day of the Exercise Period.
The authorization for issuance of Class B Common Stock hereunder
shall automatically terminate on the earlier of (i) the date on which
exercise notices with respect to either the Put or the Call shall have
been issued with respect to all shares of Class B Common Stock; or (ii)
the date of automatic conversion of all outstanding shares of Class B
Common Stock pursuant to the foregoing paragraph.
Immediately upon the termination of the authorization for issuance of
Class B Common Stock hereunder, the Class A Common Stock shall
automatically be redesignated as Common Stock, and only one class of
Common Stock shall be authorized.
The Common Stock shall have unlimited voting rights, and shall
constitute all of the voting shares of the Corporation, except to the
extent that any additional class or classes of voting shares may hereafter
be established in accordance with the Colorado Business Corporation Act.
Upon liquidation of the Corporation, the shares of Common Stock shall be
entitled to receive the net assets of the Corporation after payment of the
liquidation preference provided for with respect to any issued and
outstanding Preferred Stock of the Corporation. Each shareholder shall be
entitled to one vote for each share of Common Stock held of record by such
shareholder at the time for determining the holders thereof entitled to
vote.
B. PREFERRED STOCK
The Corporation shall have authority to issue 10,000,000 shares which
shall be designated as Preferred Stock, $.0001 par value per share.
Except as provided by Section 7-110-104 of the Colorado Business
Corporation Act, the shares of Preferred Stock shall have no voting
rights. The Board of Directors of the Corporation may authorize the
issuance of one or more series of Preferred Stock and may determine the
preferences, limitations, and relative rights of any such series in
accordance with Section 7-106-102 of the Colorado Business Corporation
Act.
ARTICLE III
OFFICES
A. The street address of the registered office of the Corporation
is 7475 Dakin Street, Suite 607, Denver, Colorado 80221, and name of the
registered agent at that address is David J. Selina. The written consent
of the registered agent to the appointment as such is set forth below.
B. The address of the Corporation's initial principal office is
7475 Dakin Street, Suite 607, Denver, Colorado 80221.
ARTICLE IV
PURPOSES
The purposes for which the Corporation is organized are to transact
any legal and lawful purpose pursuant to the Colorado Business Corporation
Act.
ARTICLE V
PREEMPTIVE RIGHTS
The shareholders shall not have preemptive rights.
ARTICLE VI
CUMULATIVE VOTING
Cumulative voting shall not be permitted in the election of
directors.
ARTICLE VII
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director; except that this provision shall not
eliminate or limit the liability of a director to the Corporation or to
its shareholders for monetary damages otherwise existing for (i) any
breach of the director's duty of loyalty to the Corporation or to its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts specified
in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any
transaction from which the director directly or indirectly derived any
improper personal benefit. If the Colorado Business Corporation Act is
hereafter amended to eliminate or limit further the liability of a
director, then, in addition to the elimination and limitation of liability
provided by the preceding sentence, the liability of each director shall
be eliminated or limited to the fullest extent permitted by the Colorado
Business Corporation Act as so amended. Any repeal or modification of
this Article VII shall not adversely affect any right or protection of a
director of the Corporation under this Article VII, as in effect
immediately prior to such repeal or modification, with respect to any
liability that would have accrued, but for this Article VII, prior to such
repeal or modification.
ARTICLE VIII
INDEMNIFICATION
(a) The Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the estate
and personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that
such person is or was a director or officer of the Corporation or, while
serving as a director or officer of the Corporation, such person is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of, or in any similar managerial or
fiduciary position of, another domestic or foreign corporation or other
individual or entity or of an employee benefit plan. The Corporation
shall also indemnify any person who is serving or has served the
Corporation as director, officer, employee, fiduciary, or agent, and that
person's estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
(b) The Corporation shall pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a proceeding
in advance of final disposition of the proceeding if:
(i) the director or officer furnishes to the Corporation a
written affirmation of his or her good faith belief that he or she
has met the standard of conduct described in Section 7-109-102 of the
Colorado Business Corporation Act;
(ii) the director or officer furnishes to the Corporation a
written undertaking, executed personally or on the director's or
officer's behalf, to repay the advance if it is ultimately determined
that he or she did not meet the standard of conduct; and
(iii) a determination is made that the facts then known to
those making the determination would not preclude indemnification
under Article 109 of the Colorado Business Corporation Act.
ARTICLE IX
TERM OF EXISTENCE
The duration of the Corporation shall be perpetual.
Dated: February 1, 1999
CAVION TECHNOLOGIES, INC.
By: /s/ David J. Selina
David J. Selina, President
The undersigned consents to the appointment as the registered agent
of Cavion Technologies, Inc.
/s/ David J. Selina
David J. Selina