Intelius Inc. (the Corporation), a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is Intelius Inc.
2. The Certificate of Incorporation
of this Corporation was originally filed with the Secretary of
State of the State of Delaware on January 7, 2003.
4. This Amended and Restated Certificate of Incorporation
was duly adopted by the Board of
Directors of the Corporation and by the stockholders of the Corporation in accordance with Sections
228, 242 and 245 of the Corporation Law of the State of Delaware.
5. The text of the Amended and Restated Certificate of Incorporation
of this Corporation is hereby
amended and restated to read in full as follows:
ARTICLE I NAME
The name of this Corporation is Intelius Inc.
ARTICLE II REGISTERED AGENT AND OFFICE
The address of the registered office of the Corporation in the State of Delaware is 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent
at such address is The Corporation Trust Company.
ARTICLE III PURPOSE
The purpose of this Corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation Law.
ARTICLE IV AUTHORIZED CAPITAL
A. Authorized Capital Stock
This Corporation is authorized to issue 111,667,500 shares of capital stock, par value $0.0001
per share, consisting of 100,000,000 shares of Common Stock (Common Stock) and 11,667,500 shares
of Preferred Stock (Preferred Stock) of which 1,667,500 shares shall be designated as Series A
Preferred Stock (Series A Preferred Stock). The foregoing authorized
capital stock reflects the elimination of the Class B Common Stock following the conversion of each outstanding share of Class
B Common Stock into 1.15 shares of Common Stock of the Corporation. The Corporations Board of
Directors is hereby expressly authorized, by resolution or resolutions thereof, to provide, out of
the unissued shares of Preferred Stock, or series of Preferred Stock and, with respect to each such
series, to fix the number of shares constituting such series and the designation of such series,
the voting powers (if any) of the shares of such series, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The powers, preferences and relative,
participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series at any time
All shares of each and every class and series of capital stock of the Corporation outstanding
immediately prior to the filing of this Amended and Restated Certificate of Incorporation
hereby reclassified into shares of Common Stock or Series A Preferred Stock, as applicable, held in
the names and amounts as listed in the stock ledger of the Corporation as of said time. A copy of
such stock ledger shall be made available to any requesting holder of the capital stock of the
Corporation in compliance with the provisions of Section 220 of the General Corporation Law of the
State of Delaware.
B. Common Stock
Shares of Common Stock shall have the following rights and terms, subject to the rights and
preferences of holders of Preferred Stock.
Holders of Common Stock shall be entitled to receive such dividends, payable in cash or
otherwise, as may be declared by the Board of Directors from time to time out of assets or funds of
the corporation legally available therefore.
On all matters upon which shareholders are entitled to vote, every holder of Common Stock
shall be entitled to one (1) vote in person or by proxy for each share of Common Stock standing in
its name on the transfer bonds of the corporation.
C. Series A Preferred Stock
Subject to the rights and preferences of any additional series of Preferred Stock which may be
issued in the future, the relative rights, preferences, privileges and restrictions granted to or
imposed upon the Series A Preferred Stock are as follows:
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a. Dividends shall be payable to the holders of Series A Preferred Stock, out of funds legally
available therefore, when, as, and if declared by the Board of Directors, acting in its sole
discretion. The right to receive dividends shall not be cumulative, and no right shall accrue to
holders of any shares of Series A Preferred Stock by reason of the fact that dividends on such
shares are not declared and paid in any year. No dividend (except a dividend payable solely in
Common Stock of the Corporation) shall be paid to the holders of Common Stock if shares of Series A
Preferred Stock are outstanding.
b. If at the time any shares of Series A Preferred Stock are converted into Common Stock there
are any declared but unpaid dividends on such shares, then the Corporation at its option shall
either pay the unpaid dividends or issue additional shares of Common Stock in the amount of the
unpaid dividends at the applicable fair market value for such shares then in effect.
a. In the event of any liquidation, dissolution or winding up of the Corporation, either
voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive,
prior and in preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of any class of Common Stock, the amount of $2.00 per share (as adjusted
for any stock dividends, combinations or splits with respect to such shares) (as so adjusted, the
Original Issue Price), plus all declared but unpaid dividends on such shares. If the assets and
funds available for distribution to the holders of the Series A Preferred Stock shall be
insufficient to pay such preferential amounts in full, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed to the holders of the Series A
Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to
b. After payment in full of the preferential amounts has been made to the holders of the
Series A Preferred Stock, all remaining assets of the Corporation legally available for
distribution shall be distributed ratably among the holders of the Common Stock.
c. For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation
shall be deemed to include (i) the Corporations sale of all or substantially all of its assets,
and (ii) the acquisition of the Corporation by another entity (other than a reincorporation for the
purpose of changing the Corporations domicile) by means of merger or other form of corporate
reorganization in which the outstanding shares of this Corporation are exchanged for securities or
other consideration issued by or on behalf of the acquiring corporation as a result of which the
stockholders of the Corporation immediately prior to such transaction hold less than fifty percent
(50%) of the voting power of the surviving or resulting corporation.
d. The value of any securities to be delivered to the stockholders pursuant to this Section 2
shall be determined as follows:
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(1) If listed on a national securities exchange or the National Market System of the National
Association of Securities Dealers, Inc., the value shall be deemed to be the average of the closing
prices of the securities on such exchange over the thirty (30) day period ending three (3) days
prior to the closing;
(2) If actively traded over the counter, the value shall be deemed to be the average of the
closing bid prices over the thirty (30) day period ending three (3) days prior to the closing; and
(3) If there is no active public market, the value shall be the fair market value thereof as
determined in good faith by the Corporations board of directors.
e. Notwithstanding Section 1 above and this Section 2, the Corporation may at any time, out of
funds legally available for such purpose, repurchase shares of Common Stock issued or held by
officers, directors, employees or other service providers upon termination of their employment or
services pursuant to agreements providing the Corporation such a right of repurchase, whether or
not all declared dividends have been paid.
a. Right to Convert. Each share of Series A Preferred Stock shall be convertible, at the
option of the holder thereof, at any time after the date of issuance of such share, at the office
of the Corporation or any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Series A Preferred Stock Original Issue Price by the then effective Series A Conversion Price (as
defined below) for the Series A Preferred Stock (the Series A Conversion Rate). The Series A
Conversion Price initially shall be equal to the Original Issue Price and shall be subject to
adjustment as provided in this Section 3.
b. Automatic Conversion. Each share of Series A Preferred Stock shall automatically be
converted into shares of Common Stock at the then effective Series A Conversion Rate (i) with the
approval, by affirmative vote, written consent, or agreement, of the holders of at least a majority
of the outstanding Series A Preferred Stock voting together as a single class, (ii) upon the
voluntary conversion by the holders of not less than a majority of every series of Preferred Stock
then outstanding, or (iii) upon the closing of an initial public offering of Common Stock for the
account of the Corporation to the public at a price per share (prior to underwriter commissions and
offering expenses) of not less than $4.00 (appropriately adjusted for any stock dividends,
combinations and splits) and an aggregate offering price to the public of not less than $15,000,000
(prior to deduction of underwriter commissions and offering expenses) (a Qualified IPO).
c. Mechanics of Conversion. No fractional share of Common Stock shall be issued upon
conversion of the Series A Preferred Stock. The shares of Series A Preferred Stock of each holder
converting such shares into Common Stock shall be aggregated for purpose of applying the Series A
Preferred Conversion Rate and determining the total number of shares
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of Common Stock issuable in respect of such converted shares. In lieu of any fractional share to which the holder would
otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price for such series of Preferred Stock. Conversion of Series A Preferred
Stock at the option of the holder thereof shall be effected by delivery, to the office of the
Corporation or to any transfer agent for such shares, of duly endorsed certificates for the shares
being converted and of written notice to the Corporation that the holder elects to convert such
shares. Conversion shall be deemed to occur immediately prior to the close of business on the date
the shares and notice are delivered. Automatic conversion of the Series A Preferred Stock pursuant
to this section shall be effective without any further action on the part of the holders of such
shares and shall be effective whether or not the certificates for such shares are surrendered to
the Corporation or its transfer agent. Holders entitled to receive Common Stock upon conversion of
Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of
Common Stock on the date conversion is deemed to occur. The Corporation shall not be obligated to
issue certificates evidencing shares of Common Stock issuable upon conversion of Series A Preferred
Stock unless either (i) the certificates evidencing such shares being converted are delivered to
the Corporation or its transfer agent as provided above, or (ii) the holder (A) notifies the
Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and
(B) executes an agreement, and at the Corporations election provides a surety bond or other
security, satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it
in connection with such certificates. The Corporation shall, as soon as practicable after the
delivery of such certificates, or the agreement to indemnify in the case of a lost certificate,
issue and deliver at such office to the holder of the shares of Series A Preferred Stock being
converted, a certificate or certificates for the number of shares of Common Stock to which the
holder is entitled and a check payable to the holder for any cash due with respect to fractional
d. Adjustment of Conversion Price for Stock Dividends, Etc. If the outstanding shares of
Common Stock are subdivided, by stock split or otherwise, into a greater number of shares of Common
Stock, of if the Corporation shall declare or pay any dividend on the Common Stock payable in
shares of Common Stock, then the applicable Conversion Price of any outstanding series of Preferred
Stock in effect prior to such event shall be proportionately decreased upon the occurrence of such event. If the outstanding shares of Common
Stock are combined or consolidated, by reclassification, reverse stock split or otherwise, into a
lesser number of shares of Common Stock, then the applicable Conversion Price of any outstanding
series of Preferred Stock in effect prior to such event shall be proportionately increased upon the
occurrence of such event.
e. Adjustments for Other Distributions. If the Corporation fixes a record date for the
determination of holders of Common Stock entitled to receive any distribution payable in securities
of the Corporation other than shares of Common Stock (excluding any distribution in which the
Series A Preferred Stock participates on an as-converted basis, and any distribution for which
adjustment is otherwise made pursuant to this Section 3), then in each such case provision shall be
made so that the holders of Series A Preferred Stock receive upon conversion, in addition to the
Common Stock issuable upon conversion of their shares, the property or other securities of the
Corporation which they would have received had their shares
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of Series A Preferred Stock been converted into Common Stock immediately prior to such event and had they thereafter retained such
securities, subject to all other adjustments called for during such period under this Section 3.
f. Adjustments for Reclassification, Exchange and Substitution. If the Common Stock is
changed into the same or a different number of shares of any other class or series of stock,
whether by capital reorganization, reclassification or otherwise (other than an event treated under
Section 2 as a liquidation, dissolution or winding up, and events for which adjustment is made
pursuant to Sections 3(d) or 3(e) above), the applicable Conversion Price then in effect shall,
concurrently with the effectiveness of such reorganization, reclassification or change, be adjusted
such that the Series A Preferred Stock shall be convertible into, in lieu of the Common Stock which
the holders would otherwise have been entitled to receive, a number of shares of such other class
or series of stock equivalent to the number of shares of such other class or series that such
holders would have been entitled to receive in such reclassification, capital reorganization or
change for the number of shares of Common Stock that the holders would have been entitled to
receive upon conversion of their Series A Preferred Stock immediately prior to such
reclassification, capital reorganization or change.
g. Special One-Time Adjustment for Dilutive Financing. In the event that the Corporation
issues and sells Preferred Stock (New Preferred), within twelve (12) months after the date of
first issuance of any shares of Series A Preferred Stock, at a price per share less than the Series
A Conversion Price then in effect, then the Series A Conversion Price shall be reduced, on a one
time basis, to be equal to the price per share at which the New Preferred was issued; provided,
however, that no such adjustment of the Series A Conversion Price shall be made with respect to any
shares of Series A Preferred Stock held by a stockholder (a Non-Participating Stockholder) who
(i) had previously entered into an agreement with the Corporation granting such stockholder a right
to purchase shares of New Preferred in such a financing, and (ii) does not purchase the maximum
number of shares of New Preferred which such agreement entitles such stockholder to purchase.
Notwithstanding any other provision of the Restated Certificate, shares of Series A Preferred Stock
held by a Non-Participating Stockholder shall be automatically reclassified into a new Series of
Preferred Stock to be referred to as Series A-1 Preferred Stock, such reclassification and the
authorization of such Series A-1 Preferred Stock to require no further action on the part of the
Corporation or the holder of such shares, and such reclassification to be deemed to have occurred
immediately prior to the issuance of the New Preferred. Any shares so reclassified shall be noted
as such on the books of the Corporation. The number of shares of Series A Preferred Stock
authorized for issuance shall be reduced by the number of shares of Series A-1 Preferred Stock so
created, and the number of shares of Series A-1 Preferred Stock shall be correspondingly increased.
The rights and preferences of the Series A-1 Preferred Stock shall be equal in all respects to the Series A Preferred Stock, except for the different Conversion Rate
applicable thereto resulting from the application of this paragraph. Subject to Section 4 below,
all shares of Series A Preferred Stock and Series A-1 Preferred Stock shall vote together as a
single class and shall be treated as a single class to the extent allowed under applicable law. In
the event the Corporation issues no New Preferred within twelve (12) months after the initial
issuance of Series A Preferred Stock, or if New Preferred is issued at a price per share equal to
or in excess of the then applicable
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Series A Conversion Price, this paragraph shall be eliminated from the Restated Certificate of Incorporation
at the earliest practicable date.
h. No Impairment. The Corporation will not without first obtaining the consent of the holders
of a majority of the outstanding shares of each affected series of Preferred Stock avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Corporation but will at all times in good faith assist in the carrying out of all the
provisions of this Section 3 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the Series A Preferred
Stock against impairment.
i. Certificate as to Adjustments. The Corporation shall promptly compute each applicable
Conversion Price adjustment and provide each holder of Series A Preferred Stock a certificate
describing such adjustment and showing in detail the facts upon which such adjustment is based. If
requested in writing by any holder of Series A Preferred Stock, the Corporation shall provide such
holder a certificate describing any Conversion Price adjustments, the current Conversion Price and
the amount of Common Stock or other property issuable upon conversion of the particular series of
j. Notices of Record Date. If the Corporation shall propose at any time:
(a) to declare any dividend of distribution upon its Common Stock other than a distribution
payable solely in Common Stock;
(b) to offer for subscription pro rata to the holders of any class or series of its stock any
additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of its Common Stock; or
(d) to merge or consolidate with or into any other corporation, or sell, lease or convey all
or substantially all of its property or business, or to liquidate, dissolve or wind up;
Then, in connection with each such event, the Corporation shall send to the holders of the
Series A Preferred Stock:
(i) at least twenty (20) days prior written notice of the date on which a record shall be
taken for such dividend, distribution or subscription rights (and specifying the date on which the
holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of
the matters referred to in (C) and (D) above; and
(ii) in the case of the matters referred to (C) and (D) above, at least twenty (20) days
prior written notice of the date when the same shall take place (and specifying the date
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on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon the occurrence of such event).
Each such written notice shall be delivered personally or given by first class mail, postage
prepaid, addressed to the holders of Series A Preferred Stock at the addresses for such
stockholders as shown on the books of this Corporation.
Except as expressly provided by this Amended and Restated Certificate of Incorporation
required by law, the holders of Series A Preferred Stock shall have the same voting rights as the
holders of the Common Stock and shall be entitled to notice of any stockholders meeting in
accordance with the Bylaws of the Corporation, and the holders of Common Stock and the holders of
Series A Preferred Stock shall vote together as a single class on all matters. Each holder of
Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of
Common Stock into which such shares of Series A Preferred Stock could then be converted.
Fractional votes shall not be permitted. Any fractional voting rights resulting from the above
formula (after aggregating all shares into which shares of Series A Preferred Stock held by each
holder could be converted) shall be rounded to the nearest whole number (with one-half being
5. Protective Provisions
For so long as not less than five hundred thousand (500,000) shares of Series A Preferred
Stock remain outstanding (as adjusted for stock dividends, combinations and splits), this
Corporation shall not, without the approval of the holders of at least a majority of the Series A
Preferred Stock voting together as a single class on an as-converted basis take any action that:
a. alters or changes the rights, preferences or privileges of the Series A Preferred Stock so
as to materially and adversely affect such shares;
b. amends the Corporations certificate of incorporation
or bylaws in a manner that materially
and adversely affects the holders of the Series A Preferred Stock.
6. Status of Converted Shares
In the event that any shares of Series A Preferred Stock shall be converted pursuant to
Section 3 hereof, the shares so converted shall be canceled and shall not be issuable by the
Corporation. The Certificate of Incorporation of the Corporation shall be appropriately amended to
effect the corresponding reduction in the Corporations authorized capital stock.
7. Reservation of Shares
The Corporation shall from time to time in accordance with the laws of the State of Delaware
increase the authorized amount of its Common Stock if at any time the number of
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shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of
the Series A Preferred Stock.
ARTICLE V INDEMNIFICATION OF DIRECTORS;
LIMITATION OF DIRECTOR LIABILITY
A. To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or
as may hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as
B. The Corporation shall indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, his testator or intestate is or was a director or
officer of the Corporation or any predecessor of the Corporation, or serves or served at any other
enterprise as a director or officer at the request of the Corporation or any predecessor to the
C. Neither any amendment nor repeal of this Article V, nor the adoption of any provision of the
Corporations Certificate of Incorporation inconsistent with this Article V, shall eliminate or
reduce the effect of this Article V in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article V, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE VI BYLAWS
The Board of Directors of the Corporation is expressly authorized to make, alter or repeal
Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal
any Bylaw whether adopted by them or otherwise.
ARTICLE VII ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless otherwise provided in the Bylaws
of the Corporation.
ARTICLE VIII PERPETUAL EXISTENCE
The Corporation is to have perpetual existence.
ARTICLE IX BOARD OF DIRECTORS
The number of directors which will constitute the whole Board of Directors shall be designated
in the Bylaws of the Corporation.
ARTICLE X STOCKHOLDER MEETINGS
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Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws
may provide. The books of the Corporation may be kept (subject to any statutory provision) outside
the State of Delaware at such place or places as may be designated from time to time by the Board
of Directors in the Bylaws of the Corporation.
ARTICLE XI ACTION BY STOCKHOLDERS
A. Special meetings of the stockholders of the Corporation, for any purpose or purposes, shall be
called by the Chairman of the Board, the President, or the Board of Directors. Special meetings of
the stockholders of the Corporation may not be called by any other person or persons.
The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by the
Corporations Board of Directors and stockholders in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
Dated: July 11, 2008.
||/s/ Naveen Jain
||Naveen Jain, President
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