AMENDED AND RESTATED
ARTICLES OF INCORPORATION
A Business-Stock Domestic Corporation
In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S. §
1911 et. seq. (relating to amendment of articles of incorporation), the corporation hereby desires to amend and restate its
Articles of Incorporation in their entirety as follows:
FIRST: The name of the corporation is: Kenexa Corporation (the “Corporation”).
SECOND: The location and address of this corporation’s registered office in this Commonwealth of Pennsylvania and the
county of venue is: 650 East Swedesford Road, Wayne, PA 19087-1609, Montgomery County.
THIRD: The corporation was incorporated under the provisions of the Business Corporation Law of 1988 (15 Pa. C.S. §§ 1101 et.
seq .) (the “Business Corporation Law”) on August 10, 1987 under the name Insurance Services, Inc.
The total number of shares of capital stock which the Corporation has authority to issue is 110,000,000 shares,
1. 10,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”); and
2. 100,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”).
The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby
authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable
law of the Commonwealth of Pennsylvania (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to
time the number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The
authority of the Board of Directors with respect to each series of