AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LIGHTBRIDGE, INC.
The following Amended and Restated Certificate of Incorporation: (i) amends
and restates the provisions of the Certificate of Incorporation of Lightbridge,
Inc. (the "Corporation") originally filed with the Secretary of State of the
State of Delaware on June 16, 1989, as amended to date; (ii) supersedes the
Certificate of Incorporation and all amendments thereto and restatements
thereof; and (iii) has been duly proposed by the Board of Directors of the
Corporation and duly adopted by the stockholders of the Corporation in
accordance with the provisions of Sections 228, 242 and 245 of the Delaware
General Corporation Law.
FIRST: The name of the corporation (the "Corporation") is Lightbridge,
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Inc.
SECOND: The address of the registered office of the Corporation in the
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State of Delaware is 229 South State Street, Dover, County of Kent, and the name
of its registered agent at such address is The Prentice-Hall Corporation System,
Inc.
THIRD: The nature of the business or purpose to be conducted or promoted
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is as follows:
To engage in the business of designing, developing, marketing, licensing,
buying and selling computer software of all types and descriptions; to provide
computer and computer software related consulting services, including but not
limited to software installation, development, consulting and any other
activities related thereto.
To acquire, hold, dispose of, buy, sell, underwrite, handle on commission
and otherwise deal in stocks, shares, bonds, notes and obligations of the
interests in corporations, joint-stock companies, trusts, associations,
partnerships, firms or persons and all forms of public and municipal securities
of this or any other country, or any right or interest therein, and while owner
thereof, to exercise all rights, powers and privileges of ownership in the same
manner and to the same extent that an individual might.
To acquire, hold, use, construct, maintain and dispose of buildings,
plants, factories, mills, machinery, works and all other real and personal
property, tangible or intangible, of whatever kind and wherever situated, or any
right or interest therein for the purposes of the foregoing businesses, and as a
going business or otherwise, all or any part of the assets of any corporation,
joint-stock company, trust, association, firm or person, and in such cases to
assume all or any part of its, his or her liabilities.
To engage in, transact and carry on any or all of the above businesses or
any other business or activity necessary or convenient for or incidental to any
or all of the foregoing or which can advantageously be conducted in connection
therewith, and to engage in, transact and carry on any business or lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of all classes of capital stock which
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the Corporation shall have authority to issue shall be ____________, consisting
of (i) ___________ shares of common stock, par value $.01 per share ("Common
Stock"), and (ii) ___________ shares of preferred stock, par value $.01 per
share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the Corporation:
A. COMMON STOCK.
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1. General. The voting, dividend and liquidation rights of the holders of
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the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of Common Stock will be entitled to one vote per
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share on all matters to be voted on by the stockholders of the Corporation.
There shall be no cumulative voting.
3. Dividends. Dividends may be declared and paid on the Common Stock from
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funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
4. Liquidation. Upon the dissolution or liquidation of the Corporation,
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whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential liquidation rights of any then
outstanding Preferred Stock.
B. PREFERRED STOCK.
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Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. No share of
Preferred Stock that is redeemed, purchased or
acquired by the Corporation may be reissued except as otherwise provided herein
or by law. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided herein, in any such resolution or resolutions, or by
law.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without
limiting the generality of the foregoing, the resolutions providing for issuance
of any series of Preferred Stock may provide that such series shall be superior
or rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law. Except as otherwise provided by law or by this Amended
and Restated Certificate of Incorporation, no vote of the holders of the
Preferred Stock or Common Stock shall be a prerequisite to the issuance of any
shares of any series of the Preferred Stock authorized by and complying with the
conditions of the Amended and Restated Certificate of Incorporation, the right
to have such vote being expressly waived by all present and future holders of
the capital stock of the Corporation.
FIFTH: In furtherance of and not in limitation of powers conferred by
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statute, it is further provided that:
(a) Subject to the limitations and exceptions, if any, contained in
the by-laws of the Corporation, the by-laws may be adopted, amended or repealed
by the Board of Directors of the Corporation.
(b) Elections of directors need not be by written ballot.
(c) Subject to any applicable requirements of law, the books of the
Corporation may be kept outside the State of Delaware at such location as may be
designated by the Board of Directors or in the by-laws of the Corporation.
SIXTH: The Corporation is to have perpetual existence.
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SEVENTH: The Corporation shall indemnify each person who at any time is,
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or shall have been a director or officer of the Corporation, and is threatened
to be or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is, or was, a director or officer of the Corporation, or
served at the request of the Corporation as a director, officer, employee,
trustee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any such action, suit
or proceeding to the maximum extent permitted by the General Corporation Law of
the State of Delaware.
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The foregoing right of indemnification shall in no way be exclusive of any other
rights of indemnification to which any such director or officer may be entitled,
under any by-law, agreement, vote of directors or stockholders or otherwise.
No amendment to or repeal of the provisions of this paragraph shall deprive a
person of the benefit of this paragraph with respect to any act or failure to
act of such director occurring prior to such amendment or repeal.
EIGHTH: Whenever a compromise or arrangement is proposed between this
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Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
NINTH: To the maximum extent permitted by the General Corporation Law of
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the State of Delaware as the same exists or may hereafter be amended, no
director of the Corporation shall be personally liable to the Corporation or to
any of its stockholders for monetary damages arising out of such director's
breach of fiduciary duty as a director of the Corporation. No amendment to or
repeal of the provisions of this paragraph shall apply to or have any effect on
the liability or the alleged liability of any director of the Corporation with
respect to any act or failure to act of such director occurring prior to such
amendment or repeal.
TENTH: The Corporation reserves the right to amend, alter, change or
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repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and this
Amended and Restated Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, the undersigned, being the duly elected and acting
President of Lightbridge, Inc., does hereby declare that this Amended and
Restated Certificate of Incorporation has been duly adopted by the Board of
Directors and the stockholders of this Corporation in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware. The undersigned does hereby affirm, under the penalties of
perjury, that this instrument is the act and deed of the Corporation and the
facts herein set forth are true and correct. I have accordingly hereunto set my
hand this day of , 1996.
LIGHTBRIDGE, INC.
By:
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Its President
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