Activant Solutions Inc., a corporation organized and existing under the laws of the State of
Delaware (the Corporation), DOES HEREBY CERTIFY:
1. The name of the corporation is Activant Solutions Inc. The date of the filing of its
original Certificate of Incorporation
with the Secretary of State of the State of Delaware was
March 9, 1987. The original name of the Corporation was Delaware
Triad Systems Corporation.
2. This Amended and Restated Certificate of Incorporation
has been duly adopted in accordance
with Sections 103, 242 and 245 of the General Corporation Law of the State of Delaware (the
). The Corporation has received payment for its stock.
3. The Board of Directors of the Corporation, pursuant to a unanimous written action in lieu
of a meeting pursuant to Section 141(f) of the DGCL, adopted resolutions proposing and declaring
advisable that the Corporation amend and restate its Amended and Restated Certificate of
to read in its entirety as follows:
FIRST. The name of the Corporation is Activant Solutions Inc.
SECOND. The address of the Corporations registered office in the State of Delaware is
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808. The name of the registered agent at such address is Corporation Service Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.
FOURTH. The total number of shares of capital stock which the Corporation shall have authority
to issue is 1,000 shares, par value $0.01 per share, designated Common Stock.
FIFTH. The business and affairs of the Corporation shall be managed by, or under the direction
of, the board of directors of the Corporation (the Board of Directors). The total number
of directors constituting the entire Board of Directors shall be fixed from time to time by the
Board of Directors. Elections of directors need not be by written ballot unless the Bylaws of the
Corporation (the Bylaws) shall so provide.
SIXTH. In furtherance of and not in limitation of the power conferred by the DGCL, the Board
of Directors, acting by majority vote (after giving effect to ARTICLE FIFTH), is expressly
authorized to adopt, amend or repeal the Bylaws.
SEVENTH. The Corporation is to have perpetual existence.
EIGHTH. 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 provision contained in the DGCL) outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the Bylaws.
NINTH. Except as otherwise provided by the DGCL as the same exists or may hereafter be
amended, no director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is
hereafter amended to authorize, with the approval of a corporations stockholders, further
reductions in the liability of a corporations directors for breach of fiduciary duty, then a
director of the Corporation shall not be liable for any such breach to the fullest extent permitted
by the DGCL as so amended. Any repeal or modification of this ARTICLE NINTH shall not adversely
affect any right or protection of a director existing at the time of such repeal or modification.
A. The Corporation shall indemnify any person who was, is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or witness or other participant in,
any threatened, pending or completed proceeding (as hereinafter defined) by reason of the fact that
he or she (i) is or was a director or officer of the Corporation or (ii) while a director or
officer of the Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent permitted under the DGCL, as the same
exists or may hereafter be amended. Such right shall be a contract right and as such shall run to
the benefit of any director or officer who is elected and accepts the position of director or
officer of the Corporation or elects to continue to serve as a director or officer of the
Corporation while this ARTICLE TENTH is in effect. Any repeal or amendment of this ARTICLE TENTH
shall be prospective only and shall not limit the rights of any such director or officer or the
obligations of the Corporation with respect to any claim arising from or related to the services of
such director or officer in any of the foregoing capacities prior to any such repeal or amendment
to this ARTICLE TENTH. Such right shall include the right to be paid by the Corporation expenses
incurred in defending or participating in any such proceeding in advance of its final disposition
to the maximum extent permitted under the DGCL, as the same exists or may hereafter be amended. If
a claim for indemnification or advancement of expenses hereunder is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense or participation are not permitted under the
DGCL, but the burden of proving such defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the commencement of such action
that indemnification of, or advancement of costs of defense or participation to, the claimant is
permissible in the circumstances nor an actual determination by the Corporation (including its
Board of Directors or any committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the action or create a
presumption that such indemnification or advancement is not permissible. In the event of the death
of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his or her heirs, executors,
administrators, and personal representatives. The rights conferred above shall not be exclusive of
any other right which any person may have or hereafter acquire under any statute, bylaw, resolution
of stockholders or directors, agreement, or otherwise.
B. The Corporation may additionally indemnify any employee or agent of the Corporation to the
fullest extent permitted by law.
C. As used herein, the term proceeding means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any
appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.
ELEVENTH. No contract or transaction between the Corporation and one or more of its directors,
officers, or stockholders or between the Corporation and any person (as used herein person means
other corporation, partnership, association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors, officers, or
stockholders are directors, officers, or stockholders, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee which authorizes the contract or
transaction, or solely because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the stockholders; or
(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common
or interested directors may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee which authorizes the contract or transaction.
TWELFTH. The Corporation expressly elects not to be governed by Section 203 of the DGCL.
4. In lieu of a meeting and vote of the stockholders, the stockholders have given written
consent to such amendment and restatement of the Amended and Restated Certificate of Incorporation
of the Corporation in accordance with the provisions of Section 228 of the DGCL.
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IN WITNESS WHEREOF, the undersigned has signed this Amended and Restated Certificate of
on behalf of the Corporation on October 29, 2009.
||/s/ Pervez A. Qureshi
Pervez A. Qureshi
||President & Chief Executive Officer