Attached files
file | filename |
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S-1/A - FORM S-1/A - QUINSTREET, INC | f53797a1sv1za.htm |
EX-3.4 - EX-3.4 - QUINSTREET, INC | f53797a1exv3w4.htm |
EX-10.5 - EX-10.5 - QUINSTREET, INC | f53797a1exv10w5.htm |
EX-23.2 - EX-23.2 - QUINSTREET, INC | f53797a1exv23w2.htm |
EX-10.8 - EX-10.8 - QUINSTREET, INC | f53797a1exv10w8.htm |
EX-10.7 - EX-10.7 - QUINSTREET, INC | f53797a1exv10w7.htm |
EX-10.9 - EX-10.9 - QUINSTREET, INC | f53797a1exv10w9.htm |
EX-10.6 - EX-10.6 - QUINSTREET, INC | f53797a1exv10w6.htm |
EX-10.10 - EX-10.10 - QUINSTREET, INC | f53797a1exv10w10.htm |
Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QUINSTREET, INC.
CERTIFICATE OF INCORPORATION
OF
QUINSTREET, INC.
Douglas Valenti hereby certifies that:
ONE: The date of filing the original Certificate of Incorporation of this corporation with the
Secretary of State of the State of Delaware was October 23, 2009, under the name QuinStreet
(Delaware), Inc.
TWO: He is the duly elected and acting Chairman and Chief Executive Officer of QuinStreet,
Inc., a Delaware corporation.
THREE: The Certificate of Incorporation of this corporation is hereby amended and restated to
read as follows:
I.
The name of this corporation is QuinStreet, Inc.
II.
The address of the registered office of the corporation in the State of Delaware is 160
Greentree Drive, Suite 101, City of Dover, County of Kent, and the name of the registered agent of
the corporation in the State of Delaware at such address is National Registered Agents, Inc.
III.
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 (DGCL).
IV.
A. This corporation is authorized to issue two classes of stock to be designated,
respectively, Common Stock and Preferred Stock. The total number of shares which the
corporation is authorized to issue is one hundred five million (105,000,000) shares. One hundred
million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one
cent ($0.001). Five million (5,000,000) shares shall be Preferred Stock, each having a par value
of one-tenth of one cent ($0.001).
B. The Preferred Stock may be issued from time to time in one or more series. The Board of
Directors is hereby expressly authorized to provide for the issue of all of any of the shares of
the Preferred Stock in one or more series, and to fix the number of shares and to determine or
alter for each such series, such voting powers, full or limited, or no voting powers, and such
designation, preferences, and relative, participating, optional, or other rights and such
1.
qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the issuance of such
shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to
increase or decrease the number of shares of any series subsequent to the issuance of shares of
that series, but not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be decreased in accordance with the foregoing sentence, the
shares constituting such decrease shall resume the status that they had prior to the adoption of
the resolution originally fixing the number of shares of such series. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the voting power of the
stock of the corporation entitled to vote thereon, without a separate vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant
to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each
matter properly submitted to the stockholders of the corporation for their vote; provided, however,
that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on
any amendment to this Certificate of Incorporation (including any certificate of designation filed
with respect to any series of Preferred Stock) that relates solely to the terms of one or more
outstanding series of Preferred Stock if the holders of such affected series are entitled, either
separately or together as a class with the holders of one or more other such series, to vote
thereon by law or pursuant to this Certificate of Incorporation (including any certificate of
designation filed with respect to any series of Preferred Stock).
V.
For the management of the business and for the conduct of the affairs of the corporation, and
in further definition, limitation and regulation of the powers of the corporation, of its directors
and of its stockholders or any class thereof, as the case may be, it is further provided that:
A.
1. The management of the business and the conduct of the affairs of the corporation shall be
vested in its Board of Directors. The number of directors which shall constitute the Board of
Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number
of directors constituting the Board of Directors.
2. Staggered Board of Directors. Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under specified circumstances, the directors shall
be divided into three classes designated as Class I, Class II and Class III, respectively. The
Board of Directors is authorized to assign members of the Board of Directors already in office to
such classes at the time the classification becomes effective. At the first annual meeting of
stockholders following the initial classification of the Board of Directors, the term of office of
the Class I directors shall expire and Class I directors shall be elected for a full term of three
years. At the second annual meeting of stockholders following such classification,
2.
the term of office of the Class II directors shall expire and Class II directors shall be
elected for a full term of three years. At the third annual meeting of stockholders following such
classification, the term of office of the Class III directors shall expire and Class III directors
shall be elected for a full term of three years. At each succeeding annual meeting of
stockholders, directors shall be elected for a full term of three years to succeed the directors of
the class whose terms expire at such annual meeting.
Notwithstanding the foregoing provisions of this section, each director shall serve until his
successor is duly elected and qualified or until his earlier death, resignation or removal. No
decrease in the number of directors constituting the Board of Directors shall shorten the term of
any incumbent director.
3. Removal of Directors
a. Subject to the rights of any series of Preferred Stock to elect additional directors under
specified circumstances, following the closing of the Initial Public Offering, neither the Board of
Directors nor any individual director may be removed without cause.
b. Subject to any limitation imposed by law, any individual director or directors may be
removed with cause by the affirmative vote of the holders of a majority of the voting power of all
then-outstanding shares of capital stock of the corporation entitled to vote generally at an
election of directors.
4. Vacancies. Subject to the rights of the holders of any series of Preferred Stock,
any vacancies on the Board of Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships resulting from any increase in the
number of directors, shall, unless the Board of Directors determines by resolution that any such
vacancies or newly created directorships shall be filled by the stockholders, except as otherwise
provided by law, be filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any
director elected in accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and until such
directors successor shall have been elected and qualified.
B.
1. Bylaw Amendments. The Board of Directors is expressly empowered to adopt, amend
or repeal the Bylaws of the corporation. Any adoption, amendment or repeal of the Bylaws
of the corporation by the Board of Directors shall require the approval of a majority of the
authorized number of directors. The stockholders shall also have power to adopt, amend or
repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the
holders of any class or series of stock of the corporation required by law or by this Certificate
of Incorporation, such action by stockholders shall require the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of the capital stock of the corporation entitled to vote generally in the
election of directors, voting together as a single class.
3.
2. The directors of the corporation need not be elected by written ballot unless the Bylaws so
provide.
3. No action shall be taken by the stockholders of the corporation except at an annual or
special meeting of stockholders called in accordance with the Bylaws.
4. Advance notice of stockholder nominations for the election of directors and of business to
be brought by stockholders before any meeting of the stockholders of the corporation shall be given
in the manner provided in the Bylaws of the corporation.
VI.
A. The liability of the directors for monetary damages shall be eliminated to the fullest
extent under applicable law. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of
the corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.
B. Any repeal or modification of this Article VI shall be prospective and shall not affect the
rights under this Article VI in effect at the time of the alleged occurrence of any act or omission
to act giving rise to liability or indemnification.
VII.
A. The corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision
of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the corporation required by law or by this
Certificate of Incorporation or any certificate of designation filed with respect to a series of
Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors, voting together as a single
class, shall be required to alter, amend or repeal any provision of Articles V, VI or VII.
* * * *
FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the
Board of Directors of the corporation.
FIVE: This Amended and Restated Certificate of Incorporation was approved by the written
consent of the holders of the requisite number of shares of said corporation in accordance with
Section 228 of the DGCL. This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders
of the Company.
4.
In Witness Whereof, QuinStreet, Inc. has caused this Amended and Restated
Certificate of Incorporation to be signed by its Chairman and Chief Executive Officer this ___day
of , 20___.
QuinStreet, Inc. |
||||
By: | ||||
Douglas Valenti | ||||
Chairman and Chief Executive Officer | ||||
1.