State of Delaware
Secretary of State
Division of Corporations
Delivered 03:56 PM 08/29/2006
FILED 03:56 pm 08/29/06
SRV 060804065 - 4211899 FILE
CERTIFICATE OF INCORPORATION
CARD ACTIVATION TECHNOLOGIES INC.
FIRST: The name of the corporation is Card Activation Technologies Inc. (the "Corporation").
SECOND: The registered office of the Corporation in the State of Delaware is located at 300 Martin Luther
King Blvd., Suite 200, Wilmington, New Castle County, Delaware 19801 and its registered agent is DCG
THIRD: The purpose of the Corporation and the nature and objects of the business to be transacted, promoted,
and carried on are to engage in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware ("DGCL").
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one hundred
seventy-five million (175,000,000) shares of Common Stock with a par value of $0.0001 per share (hereinafter
called "Common Stock") and one million (1,000,000) shares of Preferred Stock with a par value of $0.001
(hereinafter called "Preferred Stock").
FIFTH: The number of directors constituting the entire Board shall be as set forth in or determined pursuant to
the By-laws of the Corporation.
SIXTH: No director of the Corporation shall have any personal liability to the Corporation or to any of its
stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this
provision eliminating such personal liability of a director shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (iii) under 174 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to