Exhibit 3.1

STATE OF DELAWARE CERTIFICATE FOR REVIVAL OF CHARTER The corporation organized under the laws of the State of Delaware, the charter of which was voided for non - payment of taxes and/or for failure to file a complete annual report, now desires to procure a revival of its charter pursuant to Section 312 of the General Corporation Law of the State of Delaware, and hereby certifies as follows : 1. The name of the corporation is China Dongsheng International, Inc. and, if different, the name under which the corporation was originally incorporated 2. The Registered Office of the corporation in the State of Delaware is located at (street), County of New Castle -------- - 251 Little Falls Drive in the City of Wilmington Zip Code 19801 The name of the Registered Agent at such address upon ----------- - whom process against this Corporation may be served is The Prentice - Hall Corporation System , Inc. 3. The date of filing of the Corporation's original Certificate of Incorporation in Delaware was 03/1111992 4. The corporation desiring to be revived and so rev1vmg its certificate of incorporation was organized under the laws of this State . 5. The corporation was duly organized and carri . ed on the business authorized by its A.D. 2008 charter until the 12th day of March at which time its charter became inoperative and void for non - payment of taxes and/or failure to file a complete annual report and the certificate for revival is filed by authority of the duly elected wrectors of the corporation in accordance with the laws of the State of Delaware . By: CaYe,yy C IA.¥'YW Authorized Officer Name: Caren Currier Print or Type State or Delaware Setretary of State DM.1loo or Corponllons Delivered 12:18 PM 04/30 i 202 1 FILED 12:18 PM04/30/2021 SR 20211S32596 · FUe umber 2290721

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PAPERCLIP SOFI'WARE, INC. It is hereby certified that: 1. The name of the corporation (the "Corporation") is Paperclip Software, Inc. 2. The original Certificate if Incorporation was filed on March 11, 1992 and a CertHicate of Amendment of Certificate of Incorporation was filed on June 13, 2000. 3. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article Fi r st and the first sentence of Article Fourth and replacing it with the following new Article and sentence, respectively : FJRST: The name of the corporation is China Dongsheng International, lnc . (the "Corporation") . FOURTH : The totaJ number of shares of cap i ta l stock wh i ch the Corporation shall have authority to issue is 110 , 000 , 000 shares, of which 100 , 000 , 000 shares are designated as Common Stock, par value $ 0 . 00001 per share, and 10 , 000 , 000 shares are designated as Prefen - ed S t ock, par value $ 0 . 01 per share . 4 . The amendment of the certificate of incorporation herein certified has been duly adopted and w 1 itten consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware . Signed on March 9, 2007 PAPERCLIP SOFTWARE, INC. By: Is/ A ido11g Yu Aidong Yu Chief Executive Officer State of Delaware Secreta..ty of State Division o£Corporations Delivered 05:14 PM 03/12/2007 FILED 05:12 PM 03/12/2007 SRV 070302500 - 2290721 FILE

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St4te of De14W4re Secretazy 0£ State Division of Corporations Delive . red 06: 08 PM 11/14/2006 FILED 06: 08 PM 11/14/2006 SRV 061044383 - 2,290721 FILE SERIES B CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF PAPERCUP SOFTWARE, INC. Paperclip Software, Inc., a Delaware corporation (the "Company"), DOES HEREBY CERTIFY : Pursuant to authority expressly granted and vested In the Board of Directors of the Corporation by the provisions of the Corporation's Certificate of Incorporation, as amended, and Section 141 (f) of the Delaware General Corporations Law, the Board of Directors adopted the following resolution on November 6 , 2006 authorizing a class of the Company's previously authorized 10 , 000 , 000 shares of preferred stock, par value $ . 01 per share, and providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 4 , 000 , 000 shares of Series B Convertible Preferred Stock of the Company, as follows : RESOLVED, Pursuant to Company's Certificate of incorporation and Section 151 (g} of the Delaware Business Corporation Act, Company hereby designates a class of preferred shares which are a part of the Company's authorized capital, but as of the date of this resolution, have yet to be designated as Series B Convertible Preferred S 1 ock whereby each share of Series B Convertible Preferred Stock Is convertlble into five hundred ( 500 ) shares of common stock and carries all the same rights as common stock, except for the 1 : 500 conversion and the following : (1) Voting . On all matters submitted to the shareholders, each holder of shares of Serles B Convertible Preferred Stock is entitled to one vote for each share of common stock Into which Series A Preferred Stock is then convertible, as provided in Section 2 . For example, each share of Series B Convertible Preferred Stock Is entitled to five hundred ( 500 ) votes . (2) Automatic Conversion . Each share of Serles B Convertible Preferred Stock will automatically convert, without any action on the part of the holder, upon the increase of the Company's authorized common stock to an appropriate amount to satisfy full conversion of all Series B Convertible Preferred Stock shares, Into five hundred ( 500 ) shares of Common Stock (the • conversion Shares"} . (3) Ratchet Provision; Adjustments for Converalona Certain and Issuances . In the event the Company, shall, at any time after November 9 , 2006 , issue any additional shares of common stock, then the conversion rate for the Series 8 Convertible Preferred Stock will be adjusted so that the number of shares of Common

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. Stoc ' k issuable upon such conversion of the Serles 8 Convertible Preferred Stock shall be Increased in proportion to such Increase In outstanding shares of common stock. (4) lesuance of Certificates ; Time Conversion Effected . As - soon as commercially practicable after the Increase of the · Company's authorized common stock to an appropriate amount to satisfy full conversion of all Series B Convertible Preferred Stock shares into Common Stock, the Company shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series B Convertible Preferred Stock has been converted . In the alternative, If the Company's Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its deslgnee's balance account with The Depository Trust Corporation . Such conversion shall be deemed to have been effected, and the • conversion Date" shall be deemed to have occurred, on the date which such shares are Issued . The rights of the Holder of the Series B Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be Issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby, on the Conversion Date . Issuance of shares of Common Stock issuable upon conversion that are requested to be registered In a name other than that of the registered Holder shall be subject to compijance with all applicable federal and s t ate securities laws . (5) Fractional Shares . The Company shall not, nor shall it cause the Transfer Agent to, Issue any fraction of a share of common Stock upon any conversion . All shares of Common Stock (including fractions thereof) issuable upon conversion of shares of Series B Convertible Preferred Stock by the Holder shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of Common Stock . If, after such aggregatron, the Issuance would result In the issuance of a fraction of a share of Common Stock, the Company shall round, or cause the Transfer Aaent to round, such fraction of a share of Common Stock up to the nearest whole share . (6) No Relsauance of SfrlH B Convertible Preferred Stock . Shares of Series B Convertible Preferred Stock that are converted Into shares of Common Stock as provided herein shall not be reissued . (7) Vote to Change the Terms of or Issue Serles A Super Preferred Stock . The affinnative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than fifty - one percent { 51 % ) of the then outstanding shares of Series B Convertible Preferred Stock shall be required for (I) any change to the Corporation's Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series B Convertible Preferred Stock, or (ii) any issuance of additional shares of Series B Convertible Preferred Stock .

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(8) Notices. In case at any time; a. the Company shall offer for subscription pro rata to the holders of Its Common Stock any additional shares of stock of any class or other rights ; or b. there shall be any Organic Change; then, in any one or more of such cases, the Company shall give, by first class mall, postage prepaid, or by facsimile or by recognized overnight delivery service to non - U . S . residents, addressed 10 the Registered Holders of the Series B Convertible Preferred Stock at the address of each such Holder as shown on the books of the Company, ( 1 ) at least twenty ( 20 ) Trading Days prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such subscription rights or for determining rights to vote in respect of any such Organic Change and (ii) in the case of any such Organic Change, at least twenty ( 20 ) Trading Days' prior written notice ot the date when the same shall take place . Such notice In accordance witt, the foregoing clause (I) shall also specify, In the case of any such subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice In accordance with clause Oi) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Organic Change . (9) Record Owner . The Company may deem the person in whose name shares of Serles B Convertible Preferred Stock shall be registered upon the registry books of the Company to be, and may treat him as, the absolute owner of the Series B Convertible Preferred Stock for the purposes of conversion and for all other purposes, and the Company shall not be affected by any notice to the contrary . All such payments and such conversion shall be valid and effective to satisfy and discharge the liabilities arising under this Certificate of Designations to the extent of the sum or sums so paid or the conversion so made . (10) Bealater . The Company shall maintain a transfer agent, which may be the transfer agent for the Common Stock or the Corporation itself, for the registration of the Series B Convertible Preferred Stock . Upon any transfer of shares of Serles B Convertible Preferred Stock in accordance with the provisions hereof, the Company shall register or cause the transfer agent to register such transfer on the Stock Register . IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its Chief Executive Officer on November 6, 2006. /s/ WIiiiam Weiss William Weiss Chief Executive Officer

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SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 11/02/2000 001553615 - 2290721 PAPERCLIP SOFTWARE, INC. SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Cmporation Law of the State of Delaware PaperC 1 ip Software, Inc . (the "Corporat i on 11 ), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation , as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, b y unanimous written consent, adopted the following resolution which remains in full force and effect as of the date her e of : RESOLVED, that pursuan t to the authority vested in the Board of Directors of the · Corporation (the "Board of Directors") by its Certificate of Incorporation, as amended (hereinafter referred to as the "Certificate of Incorporation") , the Board of Directors does hereby create, authorize and provide for the issuance of Series A Preferred Stock 1 par value 5.01 per share, consisting of 3,649,543 shares, having the following designations, preferences and relative and other special rights, qualifications, limitations and restrictions: 1. Designation. The designation of such series is "Series A Preferred Stock" (hereinafter in t his Certificate of Designation called the " Series A PreferTed Stock") and the number of share constituting such series shall be 3 , 649 , 543 , which number may be decrea&ed (but not increased) by the Board of Directors without a vote of stockholders : provided . howe ¥$ (r, that such number may not be decreased below the number of then currently outstanding shares of Series A Preferred Stock, plus shares issuable upon the exercise of any then outstanding options, warrants or rights to acquire Series A Preferred Stock . AU capitalized terms used in this Certificate of Designation and not otherwise defined shall have the meaning given to snch terms in Section 14 hereof . 2. Dividends . (a) The holders of shares of Series A Preferred Stoel( shall be entitled to receive when, as and if dividends on the Common Stock are declared by the Board of Directors out of funds legally available for the purpose . The holders of the Series A Preferred Stock shall be enti t led to such dividends paid on the Common Stock on an as converted basis . FINAL Certificate of designation.doc - I -

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(b) Without the consent of the holders of the Requisite Percentage of Serie s A Preferred Stock and, except as otherwise may be provided in tbis Certificate of Designation, so long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not declare, pay or set apan for payment any dividends or make any other distribution on or redeem any Junior Securities and will not permit any Subsidiary or other affiliate to redeem, purchase or otherwise acquire for value, or set apart for any sinking or other analogous fund for the redemption or purchase of, any Junior Securities . 3 . Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, either voluntarily or involuntarily, each holder of Series A Preferred Stock shall be entitled, after provision for the payment of the Corporation's debts and other liabilities 1 to be paid in cash in full, before any distribution is made on any Junior Securities, an amount in cash (the "Liquidation Amount") equal to the Series A Preference Am . aunt . I( upon any such liquidation, dissolution or other winding u - p of the affairs of the Corporation, the net assets of the Corporation distributable among the holders of al l outstanding Series A Preferred Stock shall be insufficient to permit the payment of the Series A Preference Amount in full ; then the entire nel assets of the Corporation remaining after the provision for the payment of the Corporation's debts and other liabilities shall be distributed among the holders of the Series A Preferred Stock ratably in proportion to the full preferential amounts to which they would otherwise be respectively entitled on , . ccount of their Series A Prefen - ed Stock . Upon any such liquidation, dissolution or winding up of the Corporation, after the holders of Series A Preferred Stock shall have been paid in full the preferential amounts to which they shall be entitled to receive n a couut of their Series A Preferred Stock, the remaining net assets of the Corporation shall be distributed to the other stockholders of the Corporation as their respective interests may appear . (b) Consolidation . Merger . etc . A consolidation or merger of the Corporation with or into any other corporation or corporations (a "merger"), or a Sale of the Corporation, or the effectuation by the Corporation of a transaction or a series of related transactions in which more than fifty percent ( 50 % ) of the voting power of the Corporation is disposed of (a "reorganization") (except in the case of a Qualified Public Offering) shall be deemed to constitute a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3 . Any reorganization of the Corporation required by any court or administrative body in order to comply with any provision of law shall be deemed to be an involuntary liquidation, dissolution or winding up of the Corporation unless the preferences, qualifications, limitations, restrictions and special or relative rights granted to or imposed upon the holders of Serir ;: s A Preferred Stock are not adversely affected by such reorganization . Notwithstanding the foregoing, a consolidation, merger, Sale of the Corporation or reorganization shall not be deemed a liquidation, dissolution or winding up of the Corporation for the purposes of this Section 3 if the holders of the Requisite Percentage of the Series A PrefeITed Stock either waive in writing the provisions of the preceding two sentences, as applicable, or vote in favor of such merger or reorganization . · (c) Ho 1 ders of Series A Prefe 1 Tcd Stock shall not be entitled to any additional distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation in excess of the Series A Preference Amount . flNAL Certlfi1:1te of designation.doc - 2.

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4 . Voting . Except as otherwise required by law or as provided herein and subject to the rights of any class or series of capital stock of the Corporation that hereafter may be issued in compliance with the tem,s of this Certificate of Designation, the shares of the Series A Preferred Stock shall vote together with the shares of the . Corporation's Common Stock at any annual or special meeting of stockholders of the Corporation, or may act by written consent in the same manner u the Corporation's Common $ tock 1 upon the followirig basis : each holder of shares of Series A Preferred Stock shalt be entitled to one vote for ea £ h share of Common Stock into which Series A Preferred Stock held by such holder on the record date fixed for such meeting, or on the effective date of $ Uch written consent could be converted . s. Special Approval Rights. (a) Restricted ActiQns . The affirmati v e vote of the holders of the Requisite Percentage of Series A Preferred Stock, acting by written consent or voting separately as a single class in person or by proxy, at a special or annual meeting of stockholders called for the purpose, shall be necessary to authorize the Corporation to take any of the following actions (herein, each a "Restricted Action') : (A) authorize, or increase or pennit any Subsidiary to authorize or increase, the authorized number of shares of, or issue additional shares of Series A Preferred Stock or any class or series of the Corporation's or any Subsidiary's capital stock or options, warrants or other rights to acquire any such capital stock ranking with respect to liquidation preference, dividends o . r voting rights , senior in right to, or on a parity with, the Series A Preferred Stock , .. , (B) amend, repeal or change, directly or indirectly . any of the provisions of the Certificate of Incorporation of the Corporation, as amended, or the By - laws of the Corporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock ; (C) authorize or effect, or pennit any Subsidiary to · authorize or effect> the sale, lease, license, abandonment or other disposition of all or any substantial portion of the assets of the Corporation or any Subsidiary ; (D) authorize or effect, or permit any Subsidiary to authorize or effect, the merger or consolidation of the Corporation or any Subsidiary with any other Person ; (E) authorize or effect, or permit any Subsidiary to authorize or effect, the liquidation (whether complete or partial), dissolution or winding up of the Corporation or any Subsidiary ; and (F) authorize the Corporation to enter into any transaction, including , without limitation, the purchase, sale or exchange of property or assets or the rendering or accepting or any service with or to any Affiliate of the Corporation, or to amend any agreement between the Corporation and such Affiliates, or waive any substantial right thereof, except in the ordinary course of business and pursuant to the reasonable requirements of its business and upon tenns not less favorable to the Corporation than it could obtain in a comparable ann ' s length transaction with a . third party other than such Affiliate . FIN Al . , Certificate of design 11 ion . doc

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(b) Approval. The approval rights of the holders of shares of Series A Preferred Stock to authorize the Corporation to take any of the Restricted Actions as provided in this Section 5 may be exercised at any annual meeting of stockholders, at a special meeting of the holders of Series A Preferred Stock held for such purpose or by written consent. At each meeting of stockholders at which the holders of shares of Series A Preferred Stock shall have the right, voting separately as a single class, lo authorize the Corporation to take any Restrictc:d Action as provided in this Section S, the presence in person or by proxy of the holders of the Requisite Percentaae of Series A Preferred Stock entitled to vote on the matter shall be necessary and sufficient to constitute a quorum. At any such meeting or at any adjournment thereoj in the absence of a quorum of the holden of shares of Series A Preferred Stock, a majority of the holders of such shares present in person or by proxy shall have the power to adjoum the meeting as to the actions to be taken by the holders of shares of Series A Preferred Stock from time to · time and place to place without notice other than announcement at the meeting until a quorum shall be present. 6 , Conversion Rishts . (a) Conversion Procedure. (i) Each share of Series A Preferred Stock shall be convertible, at any time and from time to time, after the date of issuance of such share, ! : lt the option of tho holder of Series A Preferred, into &uch number of shares of fully paid and nonassessable shares of Common Stock computed by dividing the Purchase Price by the Conversion Price in effect on the Conversion Date as hereinafter defined . (ii) On a date (the ''Corporation's Conversion Date 11 ) immediately prior to which the Common Stock bas traded for not leas sixty (60) consecutive days at a closing price of not less than 150% of the implied conversion price derived by dividing the amount of the. Series A Preference Amount by the number of shares of Common Stack issuable lo the Holders upon oonveraiona the Corporation may. in its sole discretion, require the conversion of all, but not less than all, of the then outstanding Series A Prefemd Stock . The Corporation shall cause to be mailed to all holder! of Series A Preferred Stoclc at their la.st address reflected on the Corporation 1 s boOQ and records a notice notifying such holders that the Corporation has exercised its conversion right pursuant hereto (a "Conversion Notice " ). The Conversion Price and the number o.f shares of Common Stock issuable upon conversion of the Series A Preferred Stoek shall be u set forth in below. (iii) A conversion of Series A Pre . fcrT Stock pursuant to (i) above shall be deemed to have been effected as of the close of business on the effective date of such conversion specified in a written notice (the "Holder's Conversion Date") ; provided , however, that the Holder's Conversion Date shall not be a date earlier than the date such notice is so given, and if such notice does not specify a conversion date, the Holder's Conversion Date shall be deemed to be the date such notice is given to the Corporation . A conversion of the Series A Preferred Stock pursuant to (ii) above shall be deemed to have been effected as of the close of business on the Corporation's Conversion Date . The Corporation's Conversion Date and the Holder's Conversion Date are sometimes both referred to herein as the "Conversion Date . " On the Conversion Date 1 the rights of the holder of such Series A Preferred Stock as such holder FINAL Cenifi lltc or designation.doc - 4 - T" L 1 T' , ,._.. - , , 1 r"'T 11 • - - . - - - - -- _. ,_

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(including the right to receive dividends) shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby . (iv) As soon as practicable after the Conversion Date (but in any event within ten ( 10 ) business days after the holder has delivered the certificates or affidavits of los s in the cas e of subparagraph (A) below) evidencing the shares of Series A Preferred Stock converted into shares of Common Stock in accordance herewith, the - Corporation shaJl deliver to the converting holder : (A) a certificate or certiflcates representing, in the aggregate, the number of shares of Common Stock issued upon such conversion, in the same name or names as the certificates representing the converted shares and in such denomination or denominations as the converting holder shall specify and a check for cash with respect to any fractional interest in a share of Common Stock as provided in clause (viii) of this Section 6 (a) ; and (B) a certificate, if necessary, representing any shares that were represented by the certificate or certificates de 1 ivered to the Corporation in connection with such conversion but that were not converted . (v) The issuance of certificates for shares of Common Stock upon conversion of Series A Preferred Stock shall be made without charge to the holdel's · of such Series A Preferred Stock including any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of· Common Stock. Upon conversion of any shares of Series A Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock so issued • upon such conversion shall be validly issued, fully paid and nonassessable. (vi) The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Common Stock issued or issuable upon conversion of Series A Preferred Stock in any manner that interferes with the timely conversion of Series A Preferred Stock . The Corporation shall use reasonable efforts to assist and cooperate with any holder of shares of Series A Preferred Stock required to make any governmental tilings or obtain any governmental approval prior to or in connection with any conversion of shares of Series A Preferred Stock hereunder (including, without limitation, making any filings required to be made by the Corporation), (vii) The Cotporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the pmpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock as are issuable upon the conversion of all outstanding Series A Preferred Stock . AU shares of Common Stock that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges . The Corporation shall take all such actions as may be reasonably nece sary to assure that all such shares of Cqmmon Stock may be so issued witnout violation of any applicable law or governmental regulation or any requirements of any domestic securities exch ge upon which shares of Common Stock may be listed (except flNAL Cet1iftcate of designation.doc 9 · , - 1

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for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance) . (viii) No fractional shares of Common Stock or script may be issued upon conversion of shares of the Series A Preferred Stock . Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional intere - st equal to the fair market value of such fractional interest as detennined by the Corporation's Board of Directors . (b) Conversion Price . The initial conversion price shall be the Purchase Price . . which may be adjusted from time to time hereafter (as so adjusted, the 11 Conversion Price") . If and whenever on or after the original date of issuance of the Series A Preferred Stock the Corporation issue $ or sell&, or in accordance with Section 6 (c) is deemed to have issued or sold, any shares of its Cammon Stock or Convertible Securities for a consideration per share less than the applicable Conversion Price then in effect (a ''Dilutive Issue"), the Conversion Price shall be _reduced in accordance wi'th the following fonnula : p ""' 2 lgl + p 2 g 2 ql +q2 where: p= Conversion Price per share of Serles A Pref erred Stock following the Dilutive Issue pl= prevailing Conversion Price per share ofSeries A Preferred Stock prior to the Dilutive Issue q1 = number of equivalent shares of Common Stock outstanding prior to the Dilutive Issue p2= price per share of Dilutive Issue q2= effective number of equivalent shares of Common Stock issued in the Dilutive J55uc:. (c) Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 6, the following shalJ be applicable: (i) Issuance of Convertible Securities . If the Corporation in any manner issues or sells any Convei : tible Securities, whether or not the rights to exercise, exchange or convert any such Convertible Securities ace immediately exercisablei and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon exercise, conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share . For the purposes of this paragraph, the ''price per share for which Common Stock is issuable" shall be detennined by dividing (a) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the FINAL C1trtlfl.cate of de&i&nation.do . 6 - I 'J

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cumulative minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise, conversion or exchange thereof and, if applicable, the exercise, conversion and exchange of any other Convertible Securities that such Convertible Securities may be converted . into or exchanged for I by (b) the total maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities . No further adjustment of the Conversion Price shall be made when Common Stock and, if apphcable, any other Convertible Securities, are actually issued upon the exercise, conversion or exchange of such Convertible Securities . The foregoing notwjthstanding . no adjustment shall be made to the Conversion Price with respect to the issuance of employee stock options, is $ Ued after June 1 , 2000 under a stock option plan approved by the shareholders of the Company, with exercise prices at not less than the fair market value and for not more than 3 , 000 . 000 shares of Common Stock and the issuance of Common Stock or Convertible Securities in connection with an investment of up to $ 100 , 000 in the Company by a third party . (ii) Change in Exercise . Price or Conversion Rate . If the additional consideration payable to the Corporation upon the exercise, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be read . justed to the Conversion Price that would have been in ffect at such time had such Convertible Securities that are still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time such Convertible Securities were initially granted, iasued or sold ; but only if as a result of such adjustment the Conversion Price then in effect hereunder is thereby reduced ; and on the tennination date of any right to exercise, convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall be increased to the Conversion Price that would have been in effect at the time of such tennination had such Convertible Securities, to the extent outstanding immediately prior to such tennination, never been issued . (d) Subdivision or Combination of Common Stock . If the Corporation at an y time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately reduced, and conver3cJy, in the event the outstanding shares of Commons Stock shalt be combined (by reverse stock split or otherwise) into a smaller number of shares, the Conversion Price in effect immediately prior to · such combination shall b proportionately increased. (e) Certain Event † . If an event not specified in this Section 6 occurs that has substantially the same economic effect on the Series A Preferred Stock as those specifically enumerated, then this Section 6 shall be construed liberally, mutatis mutandis, in order to give the Series A Preferred Stock the intended benefit of the protections provided under this Section 6 . In such event, the Corporation's Board of Directors shall make an appropriate adjustment in the Conversion Price so as to protect the nshts of the holders of Series A Preferred Stock ; provided that no such adjustment shall increase the Conversion Price as otherwise determined pursuant to this Section 6 or decrease the number of shares of Common Stock issuable upon conversion of each share of Series A Preferred Stock, except as set forth in Section 6 (d) . (f) Notices. PINAL Certificate of designation.doc - 7 - S " d

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(i) Promptly upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Series A Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment . (ii) The Corporation shall give written notice to all holders of Series A Preferred Stock at least twenty ( 20 ) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for detennining rights to vote with respect to any dissolution or liquidation . 7 , Redemption . The Series A Preferred Stock shall have no redemption rights. 8 . Status of Reacquired Shares . Shares of Series A Preferred Stock which have been issued and reac(tuired in any manner shall (upon compliance with aJ' . lY applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of Series A Preferred Stock issuable in series undesignated as to series and may be redesignated and reissued . 9 , Exclusion of Other Rights . Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those speci.ficatJy set forth in this Certificate or Designation. The shares of.Series A Preferred Stock shall have no preemptive or subscription rights pursuant to this Certificate of Designation. 10 . - The Series A Preferred Stock shall rank senior in right as to dividends and upon liquidation, dissolution or winding up to all Junior Securities, when,ever issued. 11 , Identical Rights . Each share of the Series A Preferred Stock shall have the same relative rights and preferences as, and shall be identical in all respects with, all other shares of the Series A Preferred Stock . 12 . Certificates, So long as any shares of the Series A Preferred Stock are outstanding, there shall be set forth on the face or back of each stock certificate issued by the Corporation a statement that the Corporation shall furnish without charge to each shareholder who so requests, a fu]l statement of the designation and relative rights, preferences and limitations of each class of stock or series thereof that the Corporation is authorized to issue and of the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of each series . l 3 . Amendments . Any provision of these terms of the Series A Preferred Stock may be amended, modified or waived if and only if the holder of the Requisite Percentage of Serie s A Preferred Stock has consented in writing or by an affirmative vote to such amendment, modification or waiver of any such provision of this Certificate ofDesignatio'! 1 , FINAL Ctrcifieate of designation.doe - 8 . 6'd

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14. Definitions. "Affiliate or Affiliates" shall mean with respect to any Person, any other Person that would be considered to be an affiliate of the Corporation under Rule 144 (a) of the Rules of Regulations of the Securities and Exchange Commission, as in effect on the date hereof, if the · Corporation were issuing securities . ''Certificate of Designation'' shall mean this Certiffoate of Designati ns of the Series A Preferred Stock . "Certificate of Incorporation" shall mean the Certificate of Incorporation of the Corporation, as amended from time to time . "Common Stock'' shall mean the Corporation's Common Stock, $ . 01 par value . "Common Stock Deemed Outstanding " sha 11 mean, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock, plus the number of shares of Common Stock issuable upon the ex rcise in full of all Convertible Securities whether or not the Convertible Securities are convertible into Common Stock at such time . "Conversion Price" shall have the meaning set forth in Section 6 (b) hereof . "Convertible Securities" shall mean securities or obligations that are exercisable for, convertible into or exchangeable for shares of Common Stock . Tl)e tenn includes options, warrants or other rights to subscribe for or purchase Common Stock or to · subscribe for or purchase other securities that are convertible into or exchanged for Common Stock . "Dilutive Issue" shall have the meaning set forth in Section 6(b) hereof . "Junior Securities" shall mean any of the Corporation's Common Stock and alt other equity securities of the Corporation other than the Series A Preferred Stock and any other shares of the Corporation's preferred 6 tock ( 11 ) which by their terms , state that they are not Junior Securities or provide the holders thereof with rights pari passu with or senior to those of the holders of Series A Preferred Stock and>{b) are approved for issuance in accordance with Section 5 hereof . "Person" shall mean an individual, partnership, corporation, association, t rust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof . ' ' Preferred Stock" shall mean the Series A Preferred Stock. "Purchase Price" of any share of Series A Preferred Stock shall be $0.63 . ''Qualified Public Offering" shall mean any underwritten offet'ing by the Corporation of its equity securities to the public pursuant to an effective registration statement under the Securities Act of t 933 or any comparable statement under any similar federal statute then in FINAL Certificate of designation . doc . 9 - T l lT ,, - ,r, , ._, _, ,,.T .... - I I ,,... - - - - - - -

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force yielding the Corporation net proceeds of at least $ 10 , 000 , 000 , other than an offering of shares being issued as consideration in a business acquisition or combination or an offering in connection with an employee benefit plan . "Required Consent" shall have the meaning set forth in Section 6. "Requisite Percentage" shall mean 50 % except that, with respec t to any amendment to this Certificate of Designation that reduces the Series A Preference Amotmt , reduces the div,idend rate provided in Section 2 (a) or amends this definition , Requisite Percentage means 100 % , "Restricted Action" shall have the meaning set forth in Section 5 hereof. "Sale of the Corporation" shall mean a single transaction or a ser i es of transactions pursuant to which a Person or Persons acquire (i) capital stock of the Corporation possessing the voting power to elect a majority of the Corporation's board of directors (whether by merger, consolidation or sale or transfer of the Corporation's capital stock, provided, however, that a Qualifled Public Offering that results in an acquisition of voting power shall no t b e a Sale of the Corporation) ; or (ii) all or substantially all of the Corporation's assets detennined or,i a c_onsolidated basis . "Series A Preference Amount" shal \ equal the Purchase Price, subject to the adjustments set forth in Sections 6 (d) and (e) with respect adjustments in the Con v ersion Price . "Series A Preferred Stock'' shall mean the Corporation's Series A Preferred Stock, $ . 0 1 par value, as in effect on the date hereof . "Subsidiary" shall mean, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation , a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors , managers or trustees thereof is at the time owned or controlled, directly or indirectly , by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if apartnership, associatiort or other business entity, a majority or the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof . For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gai . ns or losses or sh 1 . tl be or control the managing general partner of such partnership , association or other business entity . 15 . Sevcrability of Provisions . If any right, preference or limitation of the Series A Preferred Stock set forth in this Resolution (as such Resolution may be amended from time to time) is invalid, W 1 lawful or incapable of being enforced by reason of any rule, law or public policy, all other rights preferences and limitations set forth in this Resolutjon (as so amended) which can be given effect without implicating the invalid, unlawful or unenforceable righl preference or limitation shall, nevertheless, remain in full' force and effect, and no right, pr ference or limitation herein set forth shall be deemed dependent upon any other right , preference or limitation unless so expressed herein . FINAL Certificate of de&igna1ion.doc Tl • _ I

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer on November 1, 2000. By: Oukrv Name: William W iss Title: Chief Executive Officer FINAL Cert!ficzte of dc1ignation.d0c - 11 - 21 ' d

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SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/13/2000 001300 10 - 2290721 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PAPERCLIP SOFTWARE, INC. Adopted in accordance with the provisions of Section 242 of the Delaware General Cotporation Law Theundenigned,William Weiss,ChiefExecutive Officer ofPaperClip Software, Inc., hereby certifies as follows: FIRST: The name of the corporation is PapcrClip Software, Inc. (the "Corporation"). SECOND: amended as follows: That the Certificate of Incorporation of the Corporation is hereby By striking out Article FOURTH in its entirety and inserting the following in lieu thereof: FOURTH : The total number of shares of all classes of stock which the Corporation shall have authority to issue is 40 1 000 , 000 shares, consisting of (i) 30 , 000 , 000 shares of common stock, $ . 01 par value per share, and (ii) 10 , 000 , 000 shcrcs of preferred stock, S . 01 p : ar value per share . TheBoardofDirectors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance from time to time of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable lnw of the State of Delaware, to establish from time to time the number of shares to be included in a series, and to fix the designation, powers, preferences and rights of the shares of such series, which may be different from the designations, powers, preferences and rights of shares of any other series, and the qualifications, limitations or restrictions thereof, 271!>33.I

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The authority of the Board of Directors with respect to such series shall include, but not be limited to, determination of the following: a. The number of shares constiruting such series and the distinctive designation of such series; b. The dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from whlch date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series ; c. Whether suchseriesshallhave voting rights,in additionto the voting rights provided by law> and, if so, the terms of such voting rights; d . Whether such series shall have conversionprivileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine ; e. Whether or not the shares of such series shall be redeemable, and, if so, the tenns and conditions ofsuch redemption, including thedate or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates ; f. Whether such series shall have a sinking fund for the redemption or purchase of shares of such series, and, if so, the terms and amount of such sinking fund ; g. Therights of theshares of such series in the event ofvoluntary or involuntary liquidation) dissolution or winding upof the Corporation, and the relative rights of priority, if any, of payment of shares of such series ; and h. Any other relative riihts, preferences and limitations of such series. Dividends on outstanding shares of Preferred Stock sba 11 be paid or declared andsetapart fo payment before any dividendsshall be paid or declared and set apart for payment on the shares of common stock with respect to the same dividend period . 271933.1 2

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If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares ofPreferred Stock of all series shallbe iusuffieient to paysuch holders thefull preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Prefened Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto . THIRD: That such amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the Delaware General Corporation Law. FOUR m: 'Thisamendment to theCertificate oflncorporationoftheCorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State . of the State of Delaware . IN WITNESS WHEREOF, I havesigned this certificate this 7th day ofJune , 2000 . /s/ Name: Title : William Weiss William Weiss Chief Executive Officer 271933 . 1 3

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SECRE!l"AAY OF S!l"A!l"E DIVISION oe CORPORA!l"IONS FILED 09:00 AN 02/17/1998 981061966 - 2290721 CERTll1CATE OF DMENT OJ' CERTIFICATE OP INCOBPORA TION or PAPDCLlP SOffWAU, INC, Adopted in accordance with the proviilons of SeoUon 242 of theDelaware General Co1p0 io.11 Law "' - -- · ---- ··· ....... - - --- ·· · ----- ···· . · . ••··· .. ·· - We, William Weiaa, Qdefl!xao1.1llvc Officer, anti Michael Suleski, Secretary, of PaporClip Software, . hereby crtify u follows : Fll \ ST: The oamo oftM ,otp0ration.i1 PaperClip Softwarv, tne. (the SECOND1 That the cite of Incorporation of the Corporation is hereby amended II follows: By miking out Article POUR.TH in it11 entire&)' and inserting the followma in lieu thereor. POURTH, A. AUtbod7&4 Sharu . The total wnbor of share, of ell ela.ne1of stock which the Cotporation shall havoauthority to issue is : 31,000,0001hares. conaisting of (i) 30,000,000 sharea of common stock, S.01 par value per: 1hare (herainafter refen - ed to u 11 Common Stock' 1 ), Ind (il) 1,000,000 lharet ctnon•vot!ng prtierrad atock, S.01 par value per share (hereinafter re!erred to 11 ''Ptofened Stock"). s. I•an, g(tht Pret'lrtod Stack sWalt RI M fsillR»:1 : 1. R!!:lk , The Prc!em:d Stock th1ll rank, with respect to divldaad rt1hu and rights on liquidation, winding Up and d.laaolution. i,rior to all Junior Securities (u herelnafter de.fiaed) o! the Corporation , {All ;quity 100 \ U'ities of the Corporaticn othar 1hm the Ptefmed Stock, includlna the Common Stook, are oo1ltetive1y roferred to herein u ''Junior S uriti"".)

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(I) The holder• of the share1 of Preferrod Stock shall be titled to receive, when, as and if <ie la:cd by the lloud of Dire ton of tbo Coq,oration out of fundi legally available for the payment of dividends, c.umulative dividend, at the initial ann - ual rate of · 12% per shue (exproased u a porcui,.10 o£the $.30 per slme liquidation prlfer1nce) 1 (the ''Dividond Rate"). S h dividesid, ahall be payable quarterly on the last day of J111uary, April. July and October of 11ch yoar (eacn of suoh dato• being , ''dividend payment date"), i:omman,;ing April 30, 1998. Such di"f'ldenda shall be paid to the holders of record at the close of businees on the date s;eeifled by Che Boazd e!Di:ectors ofthQ Corporation at the time sueh dividend i1 dccla.rc:id; umrld@ . hOWQcr. that such date mall not be mote than !ixty (60) days nor "lctn than ten ( 10) days prlar to the plicabla dividend payment date. Each of 1uc:.h (lUarterly dividends (whether pay,blc in ;uh or stoek as hereinafter provided) ahaU bo fUlly ewnulative and shall accrue (whe1hcr or not declan,d), without interest, from thofirst day cf the quarter in whlc.h such divldend may ba payable u htrlin ptovided, except that with respect to the tlrst i:iua:terly dividend on eiu:h 1h.ue of Preferred Stock. sueh dividend shall accrue from the. dAte the Prefan - ed Steck LI fitat iaeued. All dividend payments Jhall be tnade inc.uh 0r 1tock, &t the option of the holder. If any dividend paym.en date is not a buaine11 da.y, .uch divid1md i,a.yment data shall be the next alJCUOdins butine11 da.y. (ii) The amowit and fonn of all dividends paid with r11pect to !hate.& o!the Prefetted Stock pwwa.nt to parqraph (2)(i) shall be paid pro rata tc the holders entitled thereto. {iii) (a) Holders of siwcs of tho Pr=foneci Stock shalt beoo.titled to regeive the dividAndl provided for inpangraph (l)(i) hereof in pzeference to, and in priority over, a.ny divla.n.d11 upon any oitho Jwiior Soc \ Uitie,, (b) So long a.a any 1h&N1 ofthePrefmcd Stoclc are ouuta.nding, the Corporation shill not declare, pa.y or act apart for payment, any divid anany of the Junior Seouritie., or make any payment on account of 1 or set .Part !or pa:ymeot, money for a slaking or other 1imila: i \ ind for, the purcbasei redemption or otbcr retirement of, any af the Junior Securities or any warrants (other than the Clu1A Warrants exucua.ble through AUg1.1at 9, 2000i the option and warrants lsaucd to A.R.. Baron, oxerclaablo throuah 2000, and th= A.SI mazidatorily convertible notes to boissued on or about February 199& in coMection with raising capital in an amount t&nsins betwecs SS00,000 and Sl,000,000)> rights. c&lt, or option., ntteiaablc tor or convertiblo into any of tho Junior Securities, or mak= any distribution in reapc t thc:rcof, eitherdirictly or imilrectly, and whether in caah, obligations or shares of the Corporation or other property, W1lla prior to, or cotlc:urrontly with, such declaration , paym;.nt, 1ettin; apart for pa.yment, purchase, rectemption 9t dlstribution, as the cll.!!c ma.y be. all accrued and \ I.Qpai4 dividend• on shares of tlul PRf'crred Stock not paid on the datn J)l'Ovided for in paraaraph l(i} hereof &hall have been paid in t \ 111 in . Holders of sbaros of Pte!orred Stock ahall not bo entitled to1J1Y dividends, whether payable in cub, property or stock, in oxc,a Ŷ of full cumulative dlvidendl, u herein provided.

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(iv) Each fractional 1hare of Preferred Stock outstanding shall be entitted to a rattbly praportion&te amount of all dl - videndl '"Nini with. roapciot ta each ouutandins share of Preferred Sto k purauant to paraarai,h (2)(i) hlzcof, &.'ld a.Il suchdividend, with respect to 1uoh outetanding1 \ - actional ahares1ball be Hy cumulative and shill accrue (whether or not di,lartd), Without intoreat, and llwl be payable in the 1ame manner - and at such irnes ti provided.!ar in par&p'lph (2)(1) hereof with retpect to dividend• on o&ch outsian.ding dwe of Prefened Sto;k. 3. tJqpid1iien Prof,mee. (i) In the event of any liquidation. d.luolutio.a. or windini up of the affairs of the Corporationi the holder, of thare• of Pretend Stotk then outatand3na shall be titled to be paid out of tho wots of tho Corporation available for disttibution to its sto kholders an amowi.t in cuh equal ro 5.30 for ead \ shar11 ouut&ndln1, plus a.n amount lncash equal to all accrued but unpaid dividends thereonto the datofixed for liquidation, dissolution or wiwiing up, without interut, bafora a.ny paym.e!U1bal \ bt made or any asaeta diatributed to 1he holders of any of the Junior Socurltles. E,ccei,t u provided in the prcocduii 1entence, holdera of Preferred Stcok ahall not l,o entitled to any dittribution in the event of liquidation, <iiuolution or winding up otthe affairs of the Coiporation, If tho aaseta o!tha Corporation are not gufflcict to pay hi full the liquidation payment, payable to tho holders of cutatandin; sharea of the Preferred Stock, then the holders of all auch share, shall aharo r1.1ably in such diatriburion of uaots. The Corporation shall mail written notice of1uoh liquidation, dil•olution or winding up. not less than. twenty (20) day, prior10 the payment date stated th cin, to each record bolder of Prefe?Ted Stock. (ii) For tho purposes ofthi1 pcagraph 3, neither (a) the volW1W')a' le, - 1.ouvoyan o. haoac ortxanafer (for 1;1aah, ,hares of crto", sacuririe, or other conoideratlon) of al!or aubstal \ ti&lly &11 of the propUty or uam of the Coipotation, nor (b) Ou, QOnsolidation or moraw of tho Corporation wUh one or more other c:oipamtiona shall be deemed to be a liquidation. disaolu1ion or wind.ina up, voLuntary or involuntary, (iii) The liquidation payment with r11pect to each out1tandill1 fractional share of Profetted Stock ah.all bo oqual to a tat&bly proportionate amount of the Uq_uidatlon pa.ytnen \ With retpect to Hoh outstanding ahar of !>referred Stock. 4. PmQptjon , (i) S \ lbjeet to applicable law, at imy time c:ommencins on or after the date whioh ii ol.ghtcon months after the cto1in11 of th1uanuction (tht "Closing") contemplated by the Airccm nt md Plan ofMers•t dated u ofNovembar 12, 1997, as amended, amona the Corpor&tion, Access Solution, International, Ino. ("ASI") md.PaperClip Acquisition Corp, (' 1 Agq,ui1itionu), any holdu of the Prt!erred Stock will lave the option to . put all or part of the shar Ŷ s of Preferred Stock owned by any swih haldar, to the Corporation orto ASI fer cash or share, Qf ASI 1 1 common ltoek azid ASI 1 s Clu• B Warrant•, at th option of the holci Ŷ r; JU:AYJ4cd; howey;r, that in 'the avw (i) of any liquidation, di11olution or winding up of tht afflur1 of ASI,

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{ii) thi&ra shall b1 filed ag,inat ASI a voluntu)' or uivolur.wy i,otition under any bankruptcy. r1oraanizatio11or in1olv,ncy Jaw of any juri.ldiotion 1 whl1b.cr ru:iw or hereafter in ff=ct, (iii) AS1 shall admit in writing ita in.ability to pay ita debts asthey mature, or (iv) ASI ahall ma.kc a general ualpment fot th8 benefit of creditors, any holder oftht Pr,ferred Stock shall have the option to put ell or part of the shares of Pre:f'emd Stock owned byany such boldtt to the Corporation or to ASI for ouh or sharu of ASI's common sto,kand ASI't Class B Warrants, at th• option of the hotdu 1 at any time tfter the ilauwo of1hc Preferred Stock. The put price for each share of Preferred S1o k. will be equal to (i) in the event of payment by •hares of ASJ'i common • k.(•) ,uch fnction ofa sh.art of ASI's common stock, S.01 par value per share, as is equal to the Converaion Rada (111 dofined bQlow), plus (b) an equivalent number of ASI's Clau B Warrant&, plu, (c) auoh number of shares of ASI 1 1 eommon stock u i1 eqUal to (x) the e.tn0 \ Dlt of any a;orucd b \ lt wipaid di11idends to the date fixed for th• put, (y) divided by S.30. a.ad (z) th& result multiplied by the Conversion Ratio, or (ii) in the cvont of payment by cash, th• liquida.tion preference valua. in the amount of S.lO per ahar1, of the Prefemd Stock, plus any accnu;d but unpaid dividends to the date fixed for the put, In the cue of &hares of Preferred Sto;k tailed for redemption by the Corporation. the put ri&h.ta will expire at the;lose of business on the date fixed for redamptlon by the Corporation. (ii) Any holder of Preferred Siook cle ting lo = crobo its put option in conneetion with iUCh shares. or any ponicn theroot 1 in a.c:cor • With subparaifaph (i) of this parasraph 4 ahall deliver the cenificates thcmor to tho principal executive office, of the Corporatic,h or ASI, duly endorsed or ac ompani.td by proper in.1trument1 of transfer, with a form of notice of election to ex•r tae it, optionto put TM sharesi1 \ llly complated anci duly exe utcd. and p1y any required taxaa. S \ loh notice 1hall alao ata.tc: (a) the manJ1er of pll)'ment that the holder wishes 10 receive for ita shares of Prefeued Stock(i . o., whether in cash or in shates of ASl's common stock and.ASI's Clw B Wmanu), and (b) the addresa or a.ddtoaaH to whieh tla PA}1llont for the hare• i• to be trantmittod, Tho pui ri&ht with i - e.pcQt lQ any IU \ ;h share, of Pr.furccl Stoc:k shall b1 d1emod to have been exercised at the date upon which the holder uti sfiod the last of 1 \ loh ttquirementl and the person or persons entitled. to receive aharea of ASI'a oommon ,tock and ASI's Cl111 B Warranta is•U&ble upon suob put exi:tciBe, if applica.ble, 1hall be trtatcd for all purposes u the rei:ord holdet or holders of ASI1s comman. 1toclc and ASI's Clw B Warrants upon slid date. If a holder fail• to notify the Corporation or ASI of number of sh.ate• whioh such holder wishes to put, auch holder1h1ll be deomod. to have ela t•d to put all ahare, repre,ented by the certificate or cezt!tlcates surrendered. 5. BRFl@mptjpn. (i) Subject to applicable law, at any time com.menoing on or after the date whioh is thiny months after the Clasina, th• C0rporation will have the right to redeem in whole, or tiom thne to time in part, the Profomd Stock for cuh or sharea of ASI 1 1 Qcmmon atotk and AS1'1Clas.1 B Warrant, in th• amount determined below , The redemption price for eatji :th.are of Preferred Sto k will be equal 10 (i) ln the event of payment by shares of ASI's common stock, (1.) such fr tion of & sh.art ot ASI's common stock. S.O1 par value per share, as ia equal to the Conversion Ratio (u defined below), plu, (b) an equivalent number of ASI1.t Cius B Warrant,, plu,(o),uch number of ahar11 of ASl11 common 1t0ck u is equal to (x) the 1mount of

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any &CCN14 but unpaicl dividends to tlu, date flxtd for the redemption, (y) divided by S . 3O, and (z) the recult multiplied by the Converaion R.&ti0 1 or (U) in thoevent of payment by euh, the liquidation prcfercau value, in the amount ofS.30 per thare, of the Preferred Stock, phu any accrued but unpaid dlvidonds to the date fixed for the redemption. Rodemption:i shall be rlfeeted in the manner providod be1ow , N0twltb1tmdin1 tho fore1of.ns. unle.11 full cwnulative cil \ lidcnd, on 1U outatandin, shares of Prefenod Stock lhall b&vc; bcon paid or contemporaneously are dc lared .nd paid !or all put dividend poriodt, n0nt of the aharea of Profmed Stock shall be redeemed unl•ts all outatandina aharet of Prtfmtd St.ode arc . simultaneously red.timed. (ii) In the evtnt that fewer than all the out,tmdlng !hates of Prefmcd Stoc.k are to be redeemed, the umber of shares to be red.oemld &hall be determined by the Board of Oircctora and the shares to be redeemed ,hall he ael on t pro rata buia, (lii) In the event the Corporation or ASI shaU red.com sharos of Preferred Stock, notice of such redemption shall be ai"en not less than 1hirty (30) days nor more than sixty ( 60) days prior to the t=domption date, to each boldor of record of the ahues to be redeemed at •uch holder's addru1 u the same appoars on the1to,lr. rc;istcr of the Corporation; grovidc.d,. ho \ 1/fVtt, that no failure tc aivc notice nor any defect therein shall at!e the vaUdity of the pra eeding for tht redemption of any aharea of Preferred Stock la be redeemed except u to tho holder to whom me Corporation or ASI has failed to Jive said J \ oti e or 02t;opt aa to the holder wbose noti.o. wu dtfGtiv1. (iv) Nctice having bean mailed u afore&aid, from and .nor tho redemption dato dlvidcmda ontho lb.ates of Prefffled Stock IO called for redemi,tion shall cease to accrue, and satd lb.arts shall no lon;tr be dttmad to be ouutandlna and shall bavo the status of authorized but uruc,ued share1 of Prt!ened Stock, undesignated a, to aories, and all riahta of the holder• thereof u ,tookholdcn of the Corporati.0n (oxcept the right to re ivc: from w Co oration. or ASl tu redemption pti • and any accrued and unpaid dtvidsnds) shall ceue. Cp0n auntndo: in accordaftco with said noUce cf the ee.rtifieates Io: any share so tedGmncd (properly ondoraed or auigned for transfer), ,uch aharea ahall be redeemed by th.a Corporation or ASI &t the redemption price atoreaaid. In oaac fewer than all ths shares represented by any suoh cc.ttifieate are rodeemod, a now certificate ahall be iuued rep £Uting the UNcdcemed ahar11. 6. Purncot with Mf• Common Stock or ASt 1 Clas• B W,aants . (i) The ton:n "Conversion Iu:tio" shall mean l,S44,438 (u adjuated pursuant to the term.a set forth bolow) di1'ided by the Slumber of tbarea ofth• Corpotation's Cammon Stock iJsued and outat111dina (other than treclUI)' sbue.s) immediately prior to the limo that tho Corporation and Acquisition (tle a certlfloate of muser. (il) No ftutional sharca of ASI't common stock or A.Sl's Claas B Warrants or scrip reptt1tnting &aotional ahatea thoreof shall b iasucd upon the oxercisc of a put option or redemption of share Ŷ of Preferrtd Stock. In lieu of any fractional .lhAres of A51'1 common atock or ASI'a CJaae B Warranta which wowd otberwi1e be wuable upon th, oxoroiso of a put option er redemption of a.ay shares otPretmed Stec:"' the Corporation or ASl shall pa.y s

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a cub adjutttnent band upon the fair marktt value of ASI ' scommon stoo or ASI'a C111J1 B W&:rantl II dct.cmiintd in100d faith by tho Board of Dircctan. (Ui) All sharoa of ASI'• common stock ot ASI's Cla11B Wurtntt which may be laautd upon ?be cxcrciie of a put option or rodomption of the shares of Prefen&i Stock eh&ll be vaHdly it.ued, fully paid and nonaueuable. (iv) In ouo ASI shall bsue any sharea of its oommon stoek as a ato k dividaid, subdivide tho numbcrofoutatanding lharH cfit1 commo1' ttock into a sr•ater number of 1hate1 either through a stoclc split or othcrwbe, re;lustfy or rccapitalizo iu outatandln, 1hue1, or implement any other rdinary chance to the oapitaliation of ASI, then in my auoh caac the Board ofI)frectora shall ln good faith, adjust the Con \ llrsion Ratio in c:!feot at thetime of 1w:h a.otio11 in an equltable manner . If ASI shall ofter to lu 1tockhcldM1 & ria}rt to pureh,ae:1ew ocmmon 1tock of ASl or l11ue other nvembl securlty to all of ibl sto kholders, ln either such cue t a prioe below tha then ou.rrcnt marke t price thoreof, then l.n aey suchoaao th• Board ofDirectora ,hall, in good faith, adjun the Converaion Rauo in eft'tct at tho time of such • tian in an oqultable manner . (v) Tho Board ofDirootor, shall have the power to re.solve in good faith any ambiguity or correoc any ertor in ihi! parapaph 6 and to authortzt the filina of Certificate of'Co""ticn with - respcot u, any such ambipity or emr . 7 . Mtta,r, etc , In oaeo of any comolidation or mor1c;r towhich the Corporation or AS T is party (other thm A mer1,r or centolidation in which the Corporation or ASI ia th, s \ ll'ViYin& entity and which does not rosull in any r"luaitic:1tion of, or change in, owtanding ahares o! Common Stock or ASI 1 1 oommon stock), or in case of any rcclaai,ificatton pursuant to whioh a!l of ihe outttandina 1h11es of Common Stock or . ASrs common at.eek at• ccnvorted into athor 1eouritiea gr _property, tho Cotp0ratio ƒ ' ASI or the 1urvivin1company, as tho "•c may be.shall make appropriate provi1i0ns 10 th&t holders of ah.ale, of Preferred Sto " menOUUtmdins lb.Ill h1v1 the rtlht thereafter - to con \ /Crt noh sharoa into tht kind and amount of •unties or other proporty or asseh (includina c:a,h) which ,ucb hold11'1 would have had th, right to r v• upon au 00.0.,olldatton, mtta•r or rcoluaiflcationhad 1uc:h abates bem convorted immediately prior to the effective d&to of aw:h coruolidation, meraer or reclassification . Neithtr th• Corporation nor ASl ahall tffKt aey such ttmsaetion U!'lle11 the provislonJ of this aubparapph havo been c.omplied with. The above provision• ah&ll •imilarty apply to sw:ce1dve coaaolid1tion1 1 mcrrJcts o.r reolaaaifioatiom . 8. Yntjog. (i) Exc:c:pt II othorwiao provided herein and as otherwise raquired by lAW1 tho Prcfc.rred Stock shall have no voting right,. (ii) The Co?lloration ihall cot am.end : alter or repeal the profcrenoes, apcciaJ righta or other powu1 of'th• PNftncd Stock10 u to at!ec:t ad \ la1'1oly 6

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auc.h ,eciea, without the written eon,ent gr affinnative \ 'ott of the bolder• of at lcut 66, 66¾ of the thon outatan4Jn1sharea of Prefemd Stoc.k given in writing or by vote at a mHtmi 1 conaennn, or voting (u th• cue may be) 1ep1.rately H a glua, Por this purpose, without limitin& tha ;entrality of the!ar11oing, the authoriution or isS'!Wtco of any son of Prefeaed Stock whfoh is on a parity with or baa preference or priozlty over the Prcfemd 5to k u to the tight to receiv• either dividtods er amounts distributable upon liquidation, di11olution oz windinii up of the Corporation shill be deemed to aff t advusely 1he Ptefemd Stock. 9. &csinttatinn ofTranafer, Th.a Corporation wJl cep at lu pri.Dcipal office a regis for thil reaittr&tion of th, Premed Stoo1', Upon the IUffander of any certifioat.e reptestnthla the Prefened Stock, the Corporation lh&ll, at th.., rtqueat of the reoord holder of1uch ,ertifieate, cxc:;utc and doliver (at tho Corporation's expense) a new certificate ot oortificatea in exchanae th1tt!ot representin& in the agaregate the number of share, of th, Prefmrod Sto k roprcacnted by thoauttendcr,d certlfioate , Each such new certificate shall 'oc rc1iatctcd in auch name anci sh.&11rtpreaent such munber of she.res ot'the Pteferred Stock as ia roqucatad. by the hcldet of the •urrcndffld ,ortifioate and shall be substantially identical in form to the 1urrenderecl ceitifioatc, 111.d divi4eda sb&11 accrue on the Preforrod Stack repruemod hy 1w:h new cert!fic1te &om the date to which dividond1 have been fully paid on web Prefm1ci Stock re_prosentcd by the surrendered certific&te, 10. Rer)acsro;cl. Upon ipt cf eviden" reason.ably 11atisfactory to the Corporation (an affidavit of the re;istcred holder aball be sati1factory) of the ovm1rshlp and th• lou, thaftt desnuetion or mutilation of any certificate evidencing shates of any seriea of the Preferred Stock, and in. tht case of any sueh loss, thcsft or ciest?U.otion. upon receipt of indemnity rwonably aatiswtory to the CorporaHo.n (provided that if the holder is a fi.Daoclal int1i tion or othQr inalitutional snveat.or its own a,reement shall be 1ati1factory), or, in tho cuo of atiy ,uch mutilation upon auncndcr of 1uah cartifl" - tt 1 tho Corporation shall (at its expenu) eucuie ud deliver in lieu of SUQh cutiftoate l new cutifloato of lika k'ind repres,mm1 the nwnbcr , cf ahares of suoh 1em, ropicacntad by suoh lo&t, stolen, dettroyed or mutilued oettifiCAto 1nd dattd the date of auch loll, ttolen, doatmyed or mutilated certificate, and dividands 1hall IM:Ol'Ut on the Preftrr9d Stock ropre,onted by ruoh new ceni11catc from the date towhich dlvidend1 have been fully paid onsuch lost, Stolen, deauoyed or mutilated certificate. 11. Nptf C'..aa . Except u otherwise expressly provided h.eteundet. all oticca ntemci to horoin lhall be tn wrltin, and shall be dllivered by resistered or certified mail, ieturn recei11t r1quHted and po1t11c :PfCpaid. or by reputable ovemi;ht couri.r service, cbar1e1 prepaid, lltd •hall be deemed to have been. atvesi when 10 mailtd or 1enc (i) tc tho Corpontion, at iu principal executive offl.: - ., and (ii) toany atockholdtr, at such holder's addru1 u it appea.ra in the.stock rec:ordl of tho Corporatioa (unl,ss orharwt.se indicated by any1u0h bolder). ..

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0T'd .1O.l ' \ . TIIUU>t That auch unendmont hae bten duly adopted in aooordance With the applicable provitioa, ot S1ctio.o 242 cf the Delaware General C01por1Uon Law. JOVRTH: This amcndmeoc t0 the CtrtifiQato of Incorporation of the Corporauon th&11 bt effective on and u of the date of fil{ni of this Certifica.te of Amendment with tho of&c of the Secretary of State of die State of Delaware, IN WITNESS WHEREOF, I have11an,d this Qertificate this 17th day of Fe'oruary, 1991. Nun : William Weisa Title: Chie!Executive Officer T!tlo: Smetary

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SECRETARY OP STATE DIVISION OF CORPORATIO FILED 09:00 AM ll/25/19 960346300 - 2290721 CERTIFICATE OF AMENDMEN'r OF CERTIFICATE OF lN'CORPORATION OF PAPERCLJP IMAGING SOFrWARE. INC. • - - ••• - ••• - ,...• - ---- •w - • - -- • - •• - •• - •• Adopted in accordance with the provisions or Section 242 of the General Corporation Law of the State of Delaware ---- ··· ---- · - ·· --- · -------- · ----- - We, William Weiss, ChictExecutiveOfficer, and Michael Suleski, Secretary, of PAPERCLIP 'IMAGING SOFlWARE, INC., hereby cenify u follows: FIRST: That the Certificate oflncorpor&tion of said corporation is hereby amended u follows: By striking out the whole of Articles FIRST and POUilnt thereof as they now exist and insening in their place the fo11owing: "FIRST": The name of the corporation is: PAPBRCLIP SOF:fWARE, INC. "FOUllni: The total number of shares otstock which the corporation shall have authority to iaaue is30,000,000 shares ofCommon Stock. par value S . 01 per ahare." SECOND: That such amendment has been duly adopted in accordance with the provisions of Section 242 of the Genera) Corporation Law of the State ofDelaware by the vote o · • 3'7i!IJJ.l

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the holders of note less thana majority of the outstanding atock entitled to vote thereon at the annual meeting of shareholders . IN WITNESS OF, we have signed this cate this 29th d&y of August, 1996. William Weis ChiefExecutive Officer Michael Sulesld, Scc:rtt ƒ uy .. 3769'.M 2

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STATE OF DELA W ARE SECRETARY OF STAT E DI VISI ON OF CORPORATIONS FILED 10.45 AM 03/0 1 / 1 995 950045613 - 2290721 CIRTIFICATR OFAMiNDMINT OF CERTIFICATE OF INCORPORATION OF PAPERCLIP IMAGJNG SOF'IWARE, INC, Adopted in accordance with the provisions ot Section 242 ot the General corporation Law of the atate ot Delaware Wa, Willian W•i••, Chiat E Aoutiva Offioar, and Joan l•h•nharg, Sacrataey, of PAPBRCL!P IMAGING SOFTWll!, INC., hereby certlty aa follow•: 7IRS : That the Ce tifioate ot Incorporntion of said corporation i• h•reby amended as tollow•: y striking out the whole at Article FOURTH thereot as it now e iata and in Ŷ ertinq in it• place a new ARTICLE POURTH, reading aa followat ••rotm'l'H: Tha total number ot Ŷ hara• ct stock which the corporation shall have authority to iaaua is 1s,ooo,ooo ahara Ŷ of Common Stock, par valua $.01 par ohara . M SEQONOs Tha s ch amond • t haa b••n duly adopted in aooord nge with the provisions o the Ganaral Corporati0n

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Law ot the State of Delaware by the written consent ot the holder• ot not l••• than a majority of the outetandinq atock entitl•d to vote thereon and that written notice of th• corporate action hao been giv•n to thoea atoekholdar• who have not conaantad in writinq, all in accordanQa with th• proviaion• of S•otion 228 of tho ceneral corporatio Law. IN WITNESS WHEREOF, we have aigned this eertifi t• this a_.t \ day ot February, 1995, ATTEST: , nAshen' Sa retary

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CBRTIFICATB OP INCORPORATION OP PAPF.RQ - IP IMAGING SOFTWARB, INC, FIRBTr 'l'he name of the corporation i Ŷ : 1APBRCLIP DGGIXG IO RAU, IHC, SBCONOr Th• addr••• ot it Ŷ reqietered office in the stat• ot Dalava.ra 1• 32 Loookerman Square, suit• 1. - 100, ln the city ot Dover, County of Xant. The.name of it• reqiatered agent at aueh addree Ŷ i• 'I'h• Prentice - Hall corporati • on system, Ino. THIRDS The nature of the busineaa or purpo••• to be conducted or promoted i Ŷ to •n a9e in any lawful act or activity tor whioh corporation• may be organlied under the General Corporation Law of Delaware. FOURTH& fhe total number of aharaa ot atook which the corporation whall have authority to ie•u• 1 Ŷ one millio (1,000,000) share Ŷ of common ,tock, par value s.01 per •hare, Fll"l'Hs Th• Board of Dir•otora ot _ ho eorporation may, trom time to time, uend, alter or repeal the By - Law1 or adopt additional By - Law proviaion11 provided, that any By Lawa adopted, amended or repealed by the Board ot Directors may be amended or

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repealed, and any By - Law• may be •ade, by the etookholder Ŷ ot th• corporation. SlXTHr Member• of the Board of Director• may be elected either by written ballot or by voice vote, u.nl••• otherwi•• provided in the By - Lawe of the corporation, SBVKN'ras Th• name •nd mailin9 addr••• ot th• inaorporator 1• Nahua L. Gordon, 521 ritth Avenue, New York, N,Y, 10176, EIGHTH: Th• Corporation ehall, to tho tulleat extent per1nitted by 1145 ot the General Corporation Law of the State of Delaware, •• th• aama may be amended and supplemented, indomnify any and all peraon• whom it •hall have power to indemnify under •uch aeotion from and a9ain1t any and allot the expenaa•, liabilitie•, or other matter• referred to in or oovared by auch aaotion, and the indemnification provided for herein shall not be deemed exclueiv• of any other iqht• to Which those inde'IIJ \ ifi•d may be entitled under any By - law, agreement, vote of etockholdera · or di Ŷ intere Ŷ tad directors or otherwise, both a Ŷ to any •otion taken in hi Ŷ or her Official oapaoity and•• to any action taken in another capacity hil• holding Ŷ uoh ottioe, an •hall continue •• to a par Ŷ on who haa cea Ŷ ed to be a director, officer, uployee, or aqent and shall inure to th• benefit of the heir Ŷ , exeoutora, and adminiatratora t 1uoh a per Ŷ on. NINTH& To the tulle Ŷ t extent permitted Y th• General Corporation Law ot the state of Delaware, aa the eame may b•

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amended and auppl•m•nted, a dir•etor or former director ot the corporetion Ŷ hall not be liable to th Ŷ corporation or it• Ŷ took.holder• for monetary damaqe• for breach - of fiduciary duty a Ŷ • direotor, except for liability (i) for any breaoh of the director•• duty of loyalty to the Corporation o it• ehareholdar Ŷ , (ii) for act• or omieai n• not in 9ood faith or whioh involve intentional mi100nduot or a knowinq violation ot law, (iii) under Section 174 of the General co poration Law of th• state of Delaware, or (iv) for any transaction from whioh tbs director derived an improper peraonal benetit. Thia certificate ot Incorporation ha• een signed and atteated to on March \ \ , 1993.

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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS F ILE Ƒ 1 1:30 AM 03/13/1992 752073062 - 2290721 PLAN AND AORBBMENT OFMBRGBR o, PAPERCLIP l'JIAGIHG 80PTWARB, Ille. (a New Jeraey corporaticn) ARD PAPE R u CL:t P IMAGIHQ SOFTWARE, INC. P1iawv1 ggrpqrat1on, March PLAN ANI> AGREl'.Ml!NT OF MDGU, entered into on \ "l - , 1993, l:)y PAP!RCLIP IMAGING SOFTWARE, INC., a buain••• corporation of the State ot New J•rsay, and approved by reaolution adopted by it• Boar of Directors on Ŷ aid date, and entered into on Mareh \ 1 - ,, 1992, by PAPDCLIP IMAGING SOP'l'WMZ, INC., a inaee corporation of the State ot D•laware, and approved by resolution adopt•d by it Ŷ Board of Directors on aaid data. WHEREAS, PAPERCLIP IXAGIN'i SOl"TWARB, INC:., (the " •rged corporation") i• a u Ŷ in••• corporation ot h• State of New Jer Ŷ ey, with its principal office therein located at one onivaraity Place, Hackensaok, New Jeraey 07801. kHERBAS, the total nWIQer of Ŷ h•r•• ot atock whic:h the m•%'9•d corporation ha Ŷ authority to i Ŷ •u• i• i #: 3AOO SOHd LO: L l 8 - SL - S 3AOO SOHd:A9 AO

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2,500, all of which are of ona olaas and of have no par valua1 WHDEAS, PAPERCLrP IMAGING SOF'l'WllE, INC. (the "aurvivinq corporation") i• a bu Ŷ ine ŶŶ corporation of • St1 , te ot Oalawara with ita ragi•tered office therein located at 32 Loockerman · square, City ot Dover, county of Xent1 W!IEREAS, the total number ot shares ot stock which the aurvivin9 corporation has authority to iaaue is s1,ooo,ooo, allot which are of one ela•• and $.01 par value, WHEREAS, the Bu•ine•• Co poration Aot of New Jar Ŷ ay permits a merger of a buainaae corporation of th• stat• or New Jersey with and into a buain••• corporation of another juriadiction1 WHBREAS, the General corporation Law of the State of Delaware permits the merger of · a bu•in••• corporation of another juriediction with and into a buaineaa corporation of the Seat• o Delaware; WHEREAS, the •rqad corporation and the •urvivinq corporation and their respective Boards ot Director• deem it advieable and in the beat interests of ■ uch corporation• and their respective Ŷ tockhold•r• to mer9e th• mer9•d corporation with an4 into th• aurvivin; - 2 - € #! 3! \ 00 S Hd

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c0rporation, pursuant to the provi Ŷ ion• ot the Bu Ŷ in••• Corporation Act of th• state of N•w Jer Ŷ ey and pursuant to the proviaiona ot the General corpor•tion Law or tb• state ot Delaware upon the terma and con41t1on Ŷ hereinafter set forth1 and WHEREAS, the Board ot Director• of each ct aucb corporation• ha• approved t:hi Ŷ Plan and Agraeaent ot Ker;er1 NOW THE'RZFOU, in conaidaration of the premi Ŷ e• and the mutual a;reement of th• parti•• hareto, the parties, intending to be la;ally bound, here y agree•• tollow•a 1, Th• merged ccrporation ,nd the surviving corporation ahall, purauant to the proviaiona ot the Bu Ŷ ineaa Corporation Aot of the state of New Jeraey and the proviaions of the General Corporation taw ot the state of D laware, be mer;ed with and into a eing - 1• corporation, to wit, the surviving corporation, which shall • tb• surviving corporation from and attar the attective time ot the m•ri•r , · and which Ŷ hall continue to •xiet •• •aid surviving corporation under ita pr•••nt name pur•uant to the provision Ŷ of the aenaral Corporation Law of th• state of Delaware, The Ŷ aparate - ' - V #: 3AOO SOHd 3AOO SOHd:AB AO

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axi•tanee · of th• m.rged corporation Ŷ hall c•••• in aaoordanc• with the provision• ot the Buain••• Corporation Act ot the state ot New Jar••Y upon the filing of a Cartificate of Merqar in New 3•r••Y• 2. Annexed hereto•• Exhibit A 1• a copy of the cartiticata of Incorporation of th• aurviving corporation•• the ••m• •hall be in torce and ettect at the etteotive time ot the mer9ar herein provided tor; and aaid cert . iticata of Incorporation ahall continue to be the certificate of !noorporation ot th• aurviving corporation until amended and chan9ad pur•uant to the provisions of the Ganaral Corporation Law of the Stat• ot Delaware. 3. 'l'h• present by•law• ot the Ŷ urviving corporation will be the by - lawa of the survivin9 c0rporation and will continua in fUll foroe and effect until changed, altered or amended aa therein provided and in the manner preacribad by the provision• ot th• General co poration Law of th• state of Delaware. 4. The director Ŷ an4 ottioer Ŷ , re•pectively, of the surviving cot"poration Jt the ettective time ot th• mer9•r Ŷ hall b• the memb•r• of the first Board of Director Ŷ and the firat otticer Ŷ ot the •urvivinq corporation, r•apectively, and allot them Ŷ hall hold their diractor Ŷ hip Ŷ and ottic•• until the aleotion and - ' - g #l 3MO SOHd 3AOO S0Hd:A8 AOM

38

qualitication ot their reapectiva aucce Ŷ •or Ŷ or until their tenure ia otherwi•• terminated in accordance with the by - law• cf t:h• •urvivinq oorporatio . 5. In view ot the fact that the aurvivini eorpora . tion owna all ot tha out Ŷ tandinq shares ot • merqed corporation, eaoh iaaued share of the mer9ed corporation •hall, at 'the eftactive time of the merger, be canoalled. Th• ieauad ahares of tha aurviving corporation ahe.ll not be converted or exchanged in any manner, but aach said ahare which is issued aa of the effective date ot tha merger shall continua to represent one issued share of the surviving oor _ poration. &. The partiea agree that they will causa to • executed and riled and recorded any a wnent or documents prescribed by the laws of. the . St ate ot New • r •• Y and by the laws ot th • State - of Delaware, and that they will cause to be performed all neceseary acta within the state of New Jersey, State of ' Delaware, nd elsewhere to effectuate the merger herein p ovided tor . 7. The D9 rd gt Dir•ctore and the proper officer Ŷ of the marg d 0orpor•t on and of the surviving corporation ara hereby auth.or , izad, empowered, and directad to do any an - ll acts and things, and to make, execute, deliver., tile, and record any and all inatrwaent Ŷ , pa ere, and document• which Ŷ hall • or 9 #! 3/ \ 00 S0Hd

39

.. become hecesaaz:y, rop , - csonveni · ent . to Carry t f put · into etf• JlY of thtt pre>vi Ŷ io : of thi• , Plan . and ; . . . . . = ,· Agreement o , t ke;rq ·· or e>t 't;b• : mercjar h · • ein provided for. . : , ' . - . . . IN Wiffl!;SS . , thie Pl and · Agreemcnt : f : . . . . . ! • : . 1a hereby exeout+4 bpc,, behali teach of • I oonatituent oorj>o _ ion , • . Dated& Attest: , - JanAah - · s or tary . ' PAPERCLIP IMAGblG . 80'1,'WW, INC:. · (New Jusey) . . . ·:· , _ Ro Ŷ i ent ·, . I PAPERCLlP GING SOFJWARB, INC. (Del&WU'!I) . ·. . . Attest: c f . a A n sh e <J . · . : · Secr . etary . · . .. ' ' • • I •• ' • l • J .. . •. . . - ·•

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· Clll l TIP I CMr B ( l ) p s;:sm.rARY OP '. , . PAPEltaJPJM40 . l , NGsofl'W.w3. C: . (l, . ®mi, 9mXRldoA.) • I Tile upderaignad inq tha" secretary ot I : • PAPERCLIP IKAG G - uc;, . : 1 - i - • co tton, . . ' : · d.oea hereby iff . tha • h ldera ot il of th• ' · . ' t ' • out•tand ng atOf;k (? . aaid 4=orporati _ o , n dispensed Yi a . . aeeting a . nd vot• · of etocl(hpldar . •, , · and ali . • tOCkholdera _ entit1.a to .. \ ' t• C nJ•nted of the ' writing, pursuant o the provia16mJ of _ : Secti - on 22$ . of the GeJier . al . ' . . Corporation Law ot the Stat• or · : Delairani to the adoption · • • I • : • • • : I ' ' ' ' of the Datedi tor 9oin4i Pl! n and Agr - ot • . ' . ... ' • . March it, · , 1992 PAPDCLIP DIAGIHG SOPTWARK, uc • . : · c Delaware . COrporatjon} ' . . . I ' ' ti - =Ash - !· . secretary . . • : ", ' .. . . . ' i : . , ; : . . ,, . f I I; • • .. •' , .

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... CB . R . ll'JPICATB d ' F SBCR B • . 'l'A R . Y .. . ' I • • .' OP· P CUPiMADJNGSOPIWAJm.JNC. . •, • (iNoWhaJY Tti der•igned leil'9 the secretary of . . •' I ••' I ; •, l'': : .. : ... . . PA»ERCLIP ' DIAG Q 80 .i · : - , - Haw Jersey corporati4:) · n, do • . h - .i - eby cetti th t tb• · holdei - s o ot theou •t df.ng st;ook .: · . o · fl _ s .: aid ootj>orat. on - i• n •l:l :_:· · with a aeat:ing a qte t 111to0kholdua, and all oi_ ; the · atockholcle.t'5 . entttl to · vdte on• in writing, .: . . . purBU&nto · • p;rovtsi . on• at the Business rpo ation : Law ot the State ot N'.ew J :ey, : to the · adoption o _ t tJi• · ··. • ": . ' . .. . . tore9oinc . JPlan Q 4 euen t ; · O f Karger. · ; . ' Dated: Harell 0 - · :' , 1992 ': . , ... : . '·, . PAPERCLiP IMAGING SOF'l'WARB, 1 IN C • .. : • •• • : · <• Nev r••Y corporation) 4 • • ' \ : • • - · , • ' Ƈ . . ' ' .. ,·.

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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIO N S FILED 12:15 PM 03/11/1992 752071005 - 2290721 CERTIFICATE OF INCORPORATION OF !AmRQJP IMAGING SOFIWARB. INC . PtRBTi The name of the corporation ia: ' SECOND: The address ot it Ŷ regiatered ottiae in the state ot Delaware ie 32 Loookerman Square, suite L - 1O0, in th• city ot Dover, county ot Kent. Thane• of it• regiatered agent at eueh addr••• is The frentice - Hall corporation Syatem, Ino. 'l'KIRt>: The nature of tha busine Ŷ a or purpo••• to be conducted or promoted ia to enqaqa in any lawful act or activity tor which corporation• may be organized under the General Corporation Law of Delaware. FOURTH: The total number of ehares ot stock which th• Corporation whall have authority to iaaua is on• million (l,000,000) aharaa of common stock, par value $.01 per share, Flll"l'K: The Board of DireQtors of the Corporation may, from time to time, amend, alter or repaal tho By - Law• or adopt additional By - aw provision Ŷ ; prov14ed, that any By Lawa adopted, amandad. or repealed by the Board of Directors may amanded or I t 1 ' t. t ' ,.

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repealed, and any By - Lawe may be made, by tho stockholders ot the corporation. SIXTH: Member• of the Board ot Diractora may be elected either y written ballot or y voice vote, unless otharwis& provided in th• By - Law• of the Corporation, SIVBNTH: Th• name and mailing ad eaa ot the in00rporator i• Nahua L. Gordon, 521 Fifth Avenue, New York, N.Y. 10175. EIGHTH: Th• Corpor«tion •hall, to th• tulleat extent permitted by 1145 of the Gen•r•l corporation Law ot th• State ot Delaware, aa the •ame may be amended and supplemented, ind•mnify any and all persona whom it •hall hav• power to indemnify under ■ uah section fro and a;ain•t any and all of the expensea, liabilitiea, or other matter• referred to in or covered by auoh ■ eotion, and th• indemnification provided tor herein •hall not be deemed exclueive of any other right• to which thoaa indemnitied may be entitled und•r any By - law, agreement, vote ot atookholdera or diaintereated directors or otherwise, both aa to any aotion ttken in hia or her ofti0ial capacity and as to any action taken in another capacity while holding Ŷ uoh ottice, and Ŷ hall continue as to a P• •on who ha11 Qeaaed to t)e a director, otticer, amployee, or aqent and shall inure to th• benefit ot the heira; executors, and adminiatrato. r _ a o t suoh a peraon, · , . · .. , NIN'l'H1 Tot.he tulleat _ extent permitted by th• General Corporation Law ot the State of Delaware, aa th• eue may l)e

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amended and aupplemonted, a dir•ctor or former director of the Corporation •hall not • liable to the corporation or ite •tock.holder• for monetary damages for oraach of fiduciary d ty as a director, except for liability (i) tor any breaeh oft.ha director's duty ot loyalty to the Corporation 9 it1 ahareholdara, (ii) for acts or omissions not in good faith or which involve intentional miaconduct or a knowing violation ot law, (iii) under Section 174 of the G•n•ral Corporation Law ot the state ot Delaware, or (iv) for any traneaotion from whioh the director derived an imprope personal benefit, Thie certificate of Inoorporation ha• been aigned and atte Ŷ ted to on March \ \ , 1992.

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