CERTIFICATE OF INCORPORATION
NEWTEK BUSINESS SERVICES, INC.
Under Section 805 of the Business Corporation
Law of the State of New York
As amended by the Certificate of Amendment of the Certificate
of Incorporation of Newtek Business Services, Inc.,
filed December 17, 2009
The undersigned, being an officer of the Corporation, hereby certifies that the Certificate of Incorporation as amended and
restated as of the date hereof is as follows:
FIRST : The name of the Corporation is: NEWTEK BUSINESS SERVICES, INC.
SECOND : The Corporation is formed to engage in any lawful act or activity for which Corporations may be organized under the
Business Corporation Law of the State of New York, provided that it is not formed to engage in any act or activity which
requires the consent or approval of any state official, department, board, agency or other body, without such approval or
consent first being obtained.
THIRD : The office of the Corporation in the State of New York shall be located in the County of New York.
FOURTH : (a) The aggregate number of shares that the Corporation shall have the authority to issue is fifty five million
(55,000,000) shares, consisting of (a) fifty four million (54,000,000) shares of common stock, $0.02 par value per share, and
(b) one million (1,000,000) shares of preferred stock, $0.02 par value per share.
(b) The preferred stock may be issued from time to time in one or more series. The Board of Directors is expressly
authorized to establish and designate series of the preferred stock and to fix number of shares and the relative rights,
preferences and limitations as between series, including (but not in limitation of the powers herein conferred on the Board of
Directors and by the Business Corporation Law of New York) to establish, designate and fix with respect to each series of
(1) The designation or designations of such series and the number of shares (which number from time to time may be
decreased by the