f8k110209ex10ii_fund.htm


     

    Exhibit
10.2

     

    RESTATED
ARTICLES OF INCORPORATION

    Pursuant
to A.R.S. Section 10-1006 and Section 10-1007

    


    
      	
              1.  

            	
              The
      name of the Corporation is:

            


    

    


    Vensure Employer Services,
Inc.

    


    
      	
              2.  

            	
              Attached
      hereto as Exhibit A is the text of each amendment
  adopted.

            


    

    


    
      	
              3.  

            	
              The
      amendment does
      not provide for an exchange, reclassification or cancellation of
      issued shares.

            


    

    


    
      	
              4.  

            	
              The
      amendment does
      provide for an exchange, reclassification or cancellation of issued
      shares.  (Please check either “A” or “B”
  below).

            


    

    


    
      	
               
      

            	
              A.  X_

            	
              Exhibit
      A contains
      provisions for implementing the exchange reclassification or
      cancellation of issued shares provided for
  therein.

            


    

    


    
      	
               
      

            	
              B.  __

            	
              Exhibit
      A does not
      contain provisions for implementing the exchange reclassification
      or cancellation of issued shares provided for
  therein.

            


    

    


    
      	
              5.  

            	
              The
      restated articles of incorporation were adopted on the  22nd
      day of September 2009.

            


    

    


    
      	
              6.  

            	
              The
      restated articles of incorporation were adopted by the (choose
      one):

            


    

    


    
      	
               
      

            	
              A.  __
      Incorporators
      (without shareholder action and either shareholder action was not required
      or no shares have been issued).

            


    

    


    
      	
               
      

            	
              B.  __

            	
              Board of
      Directors.  (without shareholder action and either
      shareholder action was not required or no shares have been
      issued).

            


    

    


    
      	
               
      

            	
              C.  X

            	
              Shareholders.

            


    

    


    
      	
               
      

            	
              There
      is one voting group eligible to vote on the restated articles of
      incorporation.  The designation of voting group entitled to vote
      separately on the restated articles of incorporation, the number of voters
      in each, the number of votes represented at the meeting at which the
      restated articles of incorporation were adopted and the votes cast for and
      against the restated articles of incorporation were as
      follows.

            


    

    


    The
voting group consisted of 10,000 outstanding shares of common stock, which is
entitled to a total of 10,000 votes, or one vote per share.  There
were 10,000 votes present at the meeting.  The voting group cast
10,000 votes for and no votes against approval or the restated articles of
incorporation.  The number of votes cast for approval of the restated
articles of incorporation was sufficient for approval by the voting
group.

    


    Dated:    this
29th day
of September 2009.

    


    


    Signature:     /s/
Thomas Lindsay_________________________________

    Thomas
Lindsay, President and Chief Executive Officer

    EXHIBIT
A

     

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
 

    FIRST
AMENDED AND RESTATED

    


    ARTICLES
OF INCORPORATION

    


    OF

    


    VENSURE
EMPLOYER SERVICES, INC.

    


    First:      The
name of the corporation is Vensure Employer Services, Inc. (the
“Corporation”).

    


    Second:  The
registered office of the Corporation in the State of Arizona is located at 2730
South Val Vista Drive, Suite 117, Gilbert, Arizona 85295. The Corporation may
contain an office, or offices, in such other places within or without the State
of Arizona as may be from time to time designated by the Board of Directors or
the By-Laws of the Corporation. The Corporation may conduct all corporate
business of every kind and nature outside the State of Arizona as well as within
the State of Arizona.

    


    Third:    The
objects for which this Corporation is formed are to provide business services
and to engage in any lawful act for any legal and lawful purpose.  In
addition, the Corporation:

    


    
      	
               
      

            	
              a)

            	
              shall
      have such rights, privileges and powers as may be conferred upon
      corporations by any existing law;

            


    

    


    
      	
               
      

            	
              b)

            	
              may
      at any time exercise such rights, privileges and powers, when not
      inconsistent with the purposes and objects for which this Corporation is
      organized.

            


    

    


    
      	
               
      

            	
              c)

            	
              shall
      have perpetual existence, until dissolved and its affairs are wound up
      in  accordance to law.

            


    

    


    
      	
               
      

            	
              d)

            	
              shall
      have power to sue and be sued in any court of law or
    equity.

            


    

    


    
      	
               
      

            	
              e)

            	
              shall
      have power to make contracts.

            


    

    


    
      	
               
      

            	
              f)

            	
              shall
      have power to hold purchase and convey real and personal estate and to
      mortgage or lease any real and personal estate with its franchises. The
      power to hold real and personal estate shall include the power to take the
      same by devise or bequest in the State of Arizona, or in any other state,
      territory or country.

            


    

    


    
      	
               
      

            	
              g)

            	
              shall
      have power to appoint such officers and agents as the affairs of the
      Corporation shall require, and to allow them suitable
      compensation.

            


    

    


    
      	
               
      

            	
              h)

            	
              shall
      have power to make By-Laws not inconsistent with the constitution or laws
      of the United States, or of the State of Arizona, for the management,
      regulation and government of its affairs and property, the transfer of its
      stock, the transaction of its business, and the calling and holding of
      meetings of it stockholders.

            


    

    


    
      	
               
      

            	
              i)

            	
              shall
      have power to wind up and dissolve itself, or be wound up or
      dissolved.

            


    

    


    
      	
               
      

            	
              j)

            	
              shall
      have power to adopt and use a common seal or stamp, and alter the same at
      pleasure. The use of a seal or stamp by the Corporation may use a seal or
      stamp, if it desires, but such use or nonuse shall not in any way affect
      the legality of the document.

            


    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              k)

            	
              shall
      have the power to borrow money and contract debts when necessary for the
      transaction of its business, or for the exercise of its corporate rights,
      privileges or franchises, or for any other lawful purpose of its
      incorporation; to issue bonds, promissory notes, bills of exchange,
      debentures, and other obligations and evidences of indebtedness, payable
      at a specified time or times, or payable upon the happening of a specified
      event or events, whether secured by mortgage, pledge or otherwise, or
      unsecured, for money borrowed, or in payment for property purchased, or
      acquired, or for any other lawful
object.

            


    

    


    
      	
               
      

            	
              l)

            	
              shall
      have power to guarantee, purchase, hold, sell, assign, transfer, mortgage,
      pledge or otherwise dispose of the shares of the capital stock of, or any
      bonds, securities or evidences of the indebtedness created by, any other
      corporation or corporations of the State of Arizona, or any other state or
      government, and, while owners of such stock, bonds, securities or
      evidences of indebtedness, to exercise all rights, powers and privileges
      of ownership, including the right to vote, if
  any.

            


    

    


    
      	
               
      

            	
              m)

            	
              shall
      have power to purchase, hold, sell and transfer shares of its own capital
      stock, and use therefore its capital, capital surplus, surplus, or other
      property to fund.

            


    

    


    
      	
               
      

            	
              n)

            	
              shall
      have power to conduct business, have one or more offices, and conduct any
      legal activity in the State of Arizona, and in any of the several states,
      territories, possessions and dependencies of the United States, the
      District of Columbia, and any foreign
countries.

            


    

    


    
      	
               
      

            	
              o)

            	
              shall
      have power to do all and everything necessary and proper for the
      accomplishment of the objects enumerated in its certificate or articles of
      incorporation, or any amendment thereof, or necessary or incidental to the
      protection and benefit of the Corporation, and, in general, to carry on
      any lawful business necessary or incidental to the attainment of the
      objects of the Corporation, whether or not such business is similar in
      nature to the objects set forth in the certificate or articles of
      incorporation of the Corporation, or any amendments
    thereof.

            


    

    


    
      	
               
      

            	
              p)

            	
              shall
      have power to make donations for the public welfare or for charitable,
      scientific or educational purposes.

            


    

    


    
      	
               
      

            	
              q)

            	
              shall
      have power to enter into partnerships, general or limited, or joint
      ventures, in connection with any lawful activities, as may be allowed by
      law.

            


    

    


    
      	
               
      

            	
              r)

            	
              shall
      have the power to remove any Director of the Corporation with or without
      cause.

            


    

    


    Fourth:    The
total number of shares of capital stock authorized that may be issued by the
Corporation is Six Million (6,000,000) shares consisting of:

    


    
      	
               
      

            	
              a)

            	
              Five
      Million (5,000,000) shares of common stock, $0.001 par value per share
      (“Common Stock”), which shares may be issued by the Corporation from time
      to time for such considerations as may be fixed by the Board of Directors,
      and

            


    

    


    
      	
               
      

            	
              b)

            	
              One
      Million (1,000,000) shares of preferred stock, $0.001 par value per share
      (the “Preferred Stock”).

            


    

     

     

    
      
        
        

      

      
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    Common
Stock

    


    A.           General.  The
voting, dividend and liquidation rights of the holders of the Common Stock are
subject and subordinate to the rights of the holders of the Preferred
Stock.

    


    B.           Voting
Rights.  Each holder of record of Common Stock shall be
entitled to one vote for each share of Common Stock standing in such holder’s
name on the books of the Corporation.  Except as otherwise required by
law or Article IV of these Amended and Restated Articles of Incorporation or any
stockholders or shareholders' agreement to which the Corporation and its
shareholders may be party, the holders of Common Stock and, in the event and to
the extent that any Preferred Stock hereafter issued shall contain voting
rights, the holders of such Preferred Stock shall vote together as a single
class on all matters submitted to shareholders for a vote (including any action
by written consent).

    


    C.           Dividends.  Subject
to provisions of law and Article IV of these Amended and Restated Articles of
Incorporation, the holders of Common Stock shall be entitled to receive
dividends out of funds legally available therefor at such times and in such
amounts as the Board of Directors may determine in its sole
discretion.

    


    D.           Liquidation.  Subject
to provisions of law and Article IV of these Amended and Restated Articles of
Incorporation, upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the payment or provisions
for payment of all debts and liabilities of the Corporation and all preferential
amounts to which the holders of the Preferred Stock are entitled with respect to
the distribution of assets in liquidation, the holders of Common Stock shall be
entitled to share ratably in the remaining assets of the Corporation available
for distribution.

    


    Preferred
Stock

     

    A.              General.  The
Preferred Stock may be issued from time to time in one or more series. Subject
to the limitations set forth herein and any limitations prescribed by law, the
Board of Directors is expressly authorized, prior to issuance of any series of
Preferred Stock, to fix by resolution or resolutions providing for the issue of
any series the number of shares included in such series and the designations,
relative powers, preferences and rights, and the qualifications, limitations or
restrictions of such series of Preferred Stock. Pursuant to the foregoing
general authority vested in the Board of Directors, but not in limitation of the
powers conferred on the Board of Directors thereby and by the Business
Corporation Act of the State of Arizona, the Board of Directors is expressly
authorized to determine with respect to each series of Preferred
Stock:

    


    (i)              the
designation or designations of such series and the number of shares (which
number from time to time may be decreased by the Board of Directors, but not
below the number of such shares then outstanding, or may be increased by the
Board of Directors unless otherwise provided in creating  such series)
constituting such series;

     
 

    (ii)              the
rate or amount and times at which, and the preferences and conditions under
which, dividends shall be payable on shares of such series, the status of such
dividends as cumulative or noncumulative, the date or dates from which
dividends, if cumulative, shall accumulate, and the status of such shares as
participating or nonparticipating after the payment of dividends as to which
such shares are entitled to any preference;

     
 

    (iii)              the
rights and preferences, if any, of the holders of shares of such series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the corporation, which amount may vary depending
upon whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates, and the status of
the shares of such series as participating or nonparticipating after the
satisfaction of any such rights and preferences;

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    (iv)              the
full or limited voting rights, if any, to be provided for shares of such series,
in addition to the voting rights provided by law;

     

    (v)              the
times, terms and conditions, if any, upon which shares of such series shall be
subject to redemption, including the amount the holders of shares of such series
shall be entitled to receive upon redemption (which amount may vary under
different conditions or at different redemption dates) and the amount, terms,
conditions and manner of operation of any purchase, retirement or sinking fund
to be provided for the shares of such series;

     

    (vi)              the
rights, if any, of holders of shares of such series to convert such shares into,
or to exchange such shares for, shares of Common Stock or shares of any other
class or classes or of any other series of the same class, the prices or rates
of conversion or exchange, and adjustments thereto, and any other terms and
conditions applicable to such conversion or exchange;

     

    (vii)              the
limitations, if any, applicable while such series is outstanding on the payment
of dividends or making of distributions on, or the acquisition or redemption of,
Common Stock or any other class of shares ranking  junior, either as
to dividends or upon liquidation, to the shares of such series;

     

    (viii)              the
conditions or restrictions, if any, upon the issue of any additional shares
(including additional shares of such series or any other series or of any other
class) ranking on a parity with or prior to the shares of such series either as
to dividends or upon liquidation; and

     

    (ix)              any
other relative powers, preferences and participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of shares
of such series; in each case, so far as not inconsistent with the provisions of
these Restated Articles of Incorporation or the Business Corporation Act of the
State of Arizona as then in effect.

    


    Fifth:       SERIES
A PREFERRED STOCK

    


    The
Corporation hereby authorizes the board of directors to issue, out of the
Corporation's authorized Preferred Stock, a series of 218,883.33 shares of
preferred stock, par value $0.001 per share, to be designated as its Series A
Preferred Stock (the "Series A Preferred
Stock"), and hereby states the designation and number of shares, and
fixes the relative rights, preferences, privileges, powers and restrictions
thereof, as follows:

    


    I. Designation and
Amount

    


    The
designation of this series, which consists of Two Hundred and Sixteen Thousand
Eight Hundred and Eighty Three and 33/100 (218,883.33) shares of Preferred
Stock, is the Series A Preferred Stock (the "Series A Preferred
Stock") and the stated value amount shall be One Hundred Dollars
($100.00) per share (the "Stated Value
").

     

     

    
      
        
        

      

      
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    II. Dividends

     

    A           Holders
of Series A Preferred Stock shall be entitled to receive dividends only when, as
and if declared by the Board of Directors of the Corporation.  No cash
dividends or distributions shall be declared or paid or set apart for payment on
the Common Stock unless such cash dividend or distribution is likewise declared,
paid or set apart for payment on the Series A Preferred Stock in an amount equal
to the dividend or distribution that would be payable if all of the issued and
outstanding shares of the Series A Preferred Stock had been fully converted into
Common Stock on the day immediately prior to the date which shall be the
earliest to occur of the declaration, payment, or distribution or such
dividend.

     

    B.           Payment
of dividends on the Series A Preferred Stock are prior and in preference to any
declaration or payment of any dividend or other distribution (as defined below)
on any outstanding shares of Junior Securities (as hereinafter
defined).

    


    III.
Conversion

    


    A.           Upon
not less than sixty one (61) calendar days prior written notice to the
Corporation (the “Conversion Notice”)
which may be given at any time on or after September 30, 2012 (which Conversion
Notice shall specify therein (i) the securities into which any shares of Series
A Preferred Stock are to be converted, and (ii) the date on which such shares of
Series A Preferred Stock shall be converted (the “Conversion Date”)),
all of the issued 218,883.33 shares Series A Preferred may be converted by the
Holders of all of such shares Series A Preferred Stock into either:

    


    (i)           twenty-five
percent (25%) of the issued and outstanding shares of Common Stock of the
Corporation as at the date of the original issuance of the Series A Preferred
Stock; or

    


    (ii)           forty
nine and one-half percent (49.5%) of the issued and outstanding shares of Common
Stock of Vensure Retirement
Administration, Inc., a Delaware corporation (“VRA”) as at the
Conversion Date.  As at the date of these Restated Articles of
Incorporation, VRA is a wholly-owned subsidiary of the Corporation.

    


    Accordingly, and based upon the
foregoing, each full share of Series A Preferred Stock shall be convertible into
either:

    


    (x)           that
number of shares of Common Stock of the Corporation as shall represent
0.00011421609% of the issued and outstanding shares of Common Stock of the
Corporation as at the Conversion Date; or

    


    (y)           
that number of shares of Common Stock of VRA as shall represent 0.00022614787%
of the issued and outstanding shares of Common Stock of VRA as at the Conversion
Date.

    


    B.           Notwithstanding
the provisions of Section A above of this Article III, the Corporation, by
resolution of its board of directors, may elect to cause the Holder(s) of all of
the shares of Series A Preferred Stock to convert the same only into forty nine
and one-half percent (49.5%) of the issued and outstanding shares of common
stock of VRA, as contemplated by Clause (ii) of Section A of this Article III
(the “VRA Conversion
Shares”).

     

     

    
      
        
        

      

      
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    C.           In
the event that the Corporation shall make the election set forth in Paragraph B
above, it shall so advise the Holder(s) of such election not later than thirty
(30) days after receipt of the Conversion Notice, and the Holder(s) shall have
the right to rescind its or their Conversion Notice and the conversion of the
Series A Preferred Stock at any time prior to the Conversion Date.  In
addition, the Corporation shall obtain from a recognized business appraisal or
investment banking firm acceptable to the Holder(s) of the Series A Preferred
Stock, a fair market appraisal of the value of VRA and the VRA Conversion
Shares.  In the event and to the extent that the fair market value of
the VRA Conversion shares as at the date of such appraisal shall be less than
Twenty-Five Million ($25,000,000) Dollars, or $115.5357 per share of Series A
Preferred Stock so converted, then and in such event, the Corporation shall
cause VRA to issue to the Holder(s) that number of shares of the non-voting,
non-convertible preferred stock of VRA, $0.001 par value per share (the “VRA Preferred
Stock”), which when multiplied by its $1,000 stated or liquidation value,
and added to the per share fair market value of each of the VRA Conversion
Shares so issued to the Holder(s) shall equal $115.5357 per share, or
Twenty-Five Million ($25,000,000) Dollars if all 218,883.33 shares of Series A
Preferred Stock of the Corporation are converted into VRA securities pursuant to
Clause B above and this Clause C.

    


    D.           Upon
the surrender of Series A Preferred Stock Certificates accompanied by a Notice
of Conversion, the Corporation (itself, or through its transfer agent, as
appropriate) shall, no later than the later of (a) the fifth (5th) Business Day
following the Conversion Date and (b) the Business Day immediately following the
date of such surrender (the "Delivery Period"),
issue and deliver (i.e., deposit with a nationally recognized overnight courier
service portage prepaid) to the Holder or its nominee (x) that number of shares
of Common Stock or VRA capital stock, as applicable, issuable upon conversion of
such shares of Series A Preferred Stock being converted and (y) a certificate
representing the number of shares of Series A Preferred Stock not being
converted, if any.  Notwithstanding the foregoing, the Holder of
Series A Preferred Stock shall, for all purposes, be deemed to be a record owner
of that number of shares of Common Stock or VRA capital stock, as applicable,
issuable upon conversion of those shares of Series A Preferred Stock set forth
in the Conversion Notice as at the date of such Conversion Notice.

    


    E.           Taxes.  The
Corporation shall pay any and all taxes that may be imposed upon it respect to
the issuance and delivery of the shares of Common Stock or VRA capital stock (as
applicable) upon the conversion of the Series A Preferred Stock.

     

    F.           No Fractional
Shares.  If any conversion of Series A Preferred Stock would
result in the issuance of a fractional share of Common Stock (aggregating all
shares of Series A Preferred Stock being converted pursuant to a given Notice of
Conversion), such fractional share shall be payable in cash. If the Corporation
elects not to, or is unable to, make such a cash payment, the Holder shall be
entitled to receive, in lieu of the final fraction of a share, one whole share
of Common Stock or one whole share of VRA capital stock, as
applicable..

    


    IV. Rank

    


    All
shares of the Series A Preferred Stock shall rank (i) senior to
the Corporation's Common Stock and any other class of securities which is
specifically designated as junior to the Series A Preferred Stock (collectively,
with the Common Stock, the "Junior Securities");
(ii) pari
passu with
any other class or series of Preferred Stock of the Corporation hereafter
created (with the written consent of the Holders of Series A Preferred Stock
obtained in accordance with Article VII hereof) specifically ranking, by its
terms, on parity with the Series A Preferred Stock (the "Pari Passu
Securities"); and (iii) junior to
the Corporation’s any class or series of capital stock of the Corporation
hereafter created (with the written consent of the Holders of Series A Preferred
Stock obtained in accordance with Article VII hereof) specifically ranking, by
its terms, senior to the Series A Preferred Stock (collectively, the "Senior Securities"),
in each case as to distribution of assets upon liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary.

     

     

    
      
        
        

      

      
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    V. Liquidation
Preference

    


    A.           In
the event of any liquidation, dissolution or winding up of the Corporation,
either voluntary or involuntary, after payment or provision for payment of any
distribution on any Senior Securities, the Holders of the Series A Preferred
Stock shall be entitled to receive, on a pari passu
basis with the holders of the Pari Passu Securities, and
prior and in preference to any distribution of any of the assets or surplus
funds of the Corporation to the holders of the Common Stock by reason of their
ownership of such stock, an amount equal to the sum of (x) $100.00 for each
share of Series A Preferred Stock then held by them (the " Series A Liquidation
Preference Price"), and (y) an amount equal to all unpaid dividends on
the Series A Preferred Stock, if any.  If upon the occurrence of a
liquidation, dissolution or winding up of the Corporation the assets and funds
thus distributed among the holders of the Series A Preferred Stock and the Pari Passu Securities
shall be insufficient to permit the payment to such holders of the full
liquidation preference amount based on the Initial Series A Liquidation
Preference Price, then the entire assets and funds of the Corporation legally
available for distribution shall be distributed ratably among the holders of the
Series A Preferred Stock and the Pari Passu Securities in
proportion to the preferential amount each such holder is otherwise entitled to
receive.

    


    B.           Upon
the occurrence of a Sale of Control (as defined in paragraph E below), in
addition to the right of the Holder(s) of the Series A Preferred Stock to
receive, prior to any payments or distributions in respect of outstanding shares
of Common Stock, the Series A Liquidation Preference Price and other payments
contemplated by paragraph A of this Article V, the Holder of the Series A
Preferred Stock shall be entitled to participate with the holders of the Common
Stock in the receipt of any additional consideration payable upon such Sale of
Control to the extent of 0.00011421609% of such additional consideration for
each one (1) share of Series A Preferred Stock then owned by the Holder(s), or
as to all 218,883.33 shares of Series A Preferred Stock, an aggregate of
twenty-five percent (25%) of all such additional consideration payable upon such
Sale of Control in excess of the amounts contemplated by paragraph A of this
Article V.

    


    C.           After
setting apart or paying in full the preferential amounts due pursuant to
paragraph A of this Article V, the remaining assets of the Corporation available
for distribution to stockholders, if any, shall be distributed to the holders of
the Series A Preferred Stock Common Stock on a pro rata basis, based on the
number of shares of Common Stock then held by each Holder, as though all shares
of Series A Preferred Stock had been converted into Common Stock immediately
prior to the date of such distribution.

    


    D.           For
purposes of this Article V, a Sale of Control shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.

    


    E.           As
used herein, the term “Sale of Control”
shall mean the sale or transfer of all or substantially all of the shares of
capital stock or assets of the Corporation and its consolidated Subsidiaries,
whether through merger, consolidation, asset sale, tender offer or like
combination or consolidation, to any Person who is not an
Affiliate of the Corporation immediately prior to such Sale of Control;
provided, however, that the term “Sale of Control” shall not mean or include a
transaction whereby the Corporation shall merge with or otherwise be acquired by
a publicly traded corporation or other entity that, at the time of such merger
or acquisition does not conduct any active trade or business (a “Reverse Merger
Transaction”).

     

     

    
      
        
        

      

      
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    VI. Voting Rights

    


    A.           Class Voting
Rights.   Holders of the Series A Preferred Stock shall
vote together as a separate class on all matters which impact the rights, value
or conversion terms, or ranking of the Series A Preferred Stock, as provided
herein.

    


    B.           No Other Voting
Rights.  Except for the provisions of Section A of this Article
VI and the protective provisions set forth in Article VII below, Holders of the
Series A Preferred Stock shall have no voting rights.

    


    VII.
Protection
Provisions

    


    Until the
occurrence of a Liquidity Event, for so long as 218,883.33 shares (as adjusted
for stock splits, stock dividends, recapitalizations and the like) of Series A
Preferred Stock are held of record by the Holder(s) of Series A Preferred Stock
(i) the affirmative vote or written consent of the Holders of a majority of the
issued and outstanding shares of Series A Preferred Stock (the “Majority Holders”),
voting or consenting as a separate class, given in person or by proxy, or (ii)
if such matter may, under the Business Corporation Act of the State of Arizona,
be validly enacted and adopted by the Board(s) of Directors of the Corporation
or any of its Subsidiaries, the affirmative vote or written consent of all of
the persons designated by the Majority Holders to serve as members of the board
of directors of the Corporation, shall be necessary for authorizing, approving,
effecting or validating any of the following (each a Major
Transaction”):

    


    1.           Any
amendment or modification of the Corporation’s Certificate of Incorporation or
by-laws.

    


    2.           Any
amendment to the Investment Agreement, dated September 24, 2009 among the
Corporation, Fund.com, Inc., certain persons designated as “Investors” and the
holders of a majority of the outstanding Common Stock of the Corporation (the
“Investment
Agreement”), the Securities Purchase Agreement dated September 24, 2009
between the Corporation and Fund.com, Inc., or any other Transaction Document
constituting an exhibit to the Investment Agreement.

    


    3.           Any
amendment or modification to these Restated Articles of
Incorporation.

    


    4.           Any
amendment to the terms and conditions of the Series A Preferred
Stock.

    


    5.           Creating
or issuing any Senior Securities or Pari Passu Securities.

    


    6.           The
acquisition of the securities, assets, properties or business of any Person
involving consideration or other expenditures with a value equal to or greater
than $25,000 or involving the issuance of securities of the Corporation having
value greater than $25,000.

     

    7.           The
issuance or sale of any shares of capital stock or other securities of the
Corporation or any subsidiary.

     

    8.           Any
change the fundamental nature of the business of the Corporation and its
subsidiaries, as contemplated by the Investment Agreement and related
Transaction Documents.

     

    9.           The
redemption, repurchase or other acquisition for value (or payment or setting
aside of a sinking fund for such purpose), or the declaration of setting aside
of funds for the payment of any dividend with respect to, any shares of capital
stock of the Corporation or any Corporation subsidiary, except for repurchases
of shares of Common Stock from employees, officers, directors or consultants
pursuant to agreements currently in force in which the Corporation has the right
to repurchase such shares, such as termination of employment.

     

     

    
      
        
        

      

      
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    10.           The
sale, assignment, license, lease or other disposal of all or substantially all
of the assets of the Corporation or any of the Corporation Subsidiaries, or the
consent to any liquidation, dissolution or winding up of the Corporation or any
Corporation Subsidiaries, except that any wholly-owned Corporation subsidiary
may merge into or consolidate with any other wholly-owned Corporation subsidiary
or transfer assets to any other wholly-owned Corporation subsidiary and any
wholly-owned Corporation subsidiary may transfer assets to the
Corporation.

     

    11.           Any
change in the number of Persons constituting all of the members of the Board of
Directors of the Corporation.

     

    12.           Any
change in the senior executive officers of the Corporation and the Corporation
Subsidiaries, including the termination or hiring of any senior executive
officer of the Corporation or any Corporation subsidiary.

     

    13.           The
pledge of any assets of the Corporation or any Corporation Subsidiaries to
secured indebtedness in excess of $25,000.

     

    14.           Except
for (a) indebtedness incurred in connection with capital lease and/or real
estate lease obligations incurred in the ordinary course of business, or (b)
indebtedness existing as at the date hereof (collectively, “Excluded
Indebtedness”), the creation, incurrence, assumption, guarantee or
otherwise becoming liable or obligated with respect to any indebtedness on
behalf of the Corporation and any Corporation subsidiary in an amount greater
than $25,000; provided, that, except for Excluded Indebtedness, the aggregate of
all such indebtedness outstanding at any one time shall not exceed an aggregate
of $100,000, without the prior written approval of the Majority Investors, or
all of the Investor Designees on the Board of Directors of the
Corporation.

     

    15.           The
sale, transfer, conveyance or disposal of assets in excess of
$100,000;

     

    16.           The
consummation of any Liquidity Event (as that term is defined in a stockholders
agreement, dated September 24, 2009 among the Corporation, the Investors and the
holders of a majority of the outstanding Common Stock of the Corporation (the
“Stockholders
Agreement”)) or the entering into any agreement or commitment to
consummate a Liquidity Event.

     

    17.           The
consummation of any Related Party Transaction (as that term is defined in the
Stockholders Agreement) or the entering into any agreement or commitment to
consummate a Related Party Transaction.

     

    18.           Any
increase of the annual rate of compensation of any executive officer of the
Corporation or any Corporation subsidiary or the payment of any bonus to such
Person, except for (a) annual salary increases not to exceed 5% per annum, or
(b) increases set forth in employment agreements which have been previously
approved by the Majority Investors, or all of the Investor Designees on the
Board of Directors of the Corporation.

    


    19.           The
creation, amendment or modification of any stock option plan or any profit
sharing or stock incentive or other equity based compensation plan or
program.

     

     

    
      
        
        

      

      
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    VIII.
Miscellaneous

    


    A.           Cancellation of Series A
Preferred Stock If any shares of Series A Preferred Stock are converted,
the shares so converted or redeemed shall be canceled, shall return to the
status of authorized, but unissued Series A Preferred Stock of no designated
series, and shall not be issuable by the Corporation as Series A Preferred
Stock.

    


    B.           Lost or Stolen
Certificates. Upon receipt by the Corporation of (i) evidence of the
lost, theft, destruction or mutilation of any Series A Preferred Stock
Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity
(without any bond or other security) reasonably satisfactory to the Corporation,
or (z) in the case of mutilation, the Series A Preferred Stock Certificate(s)
(surrendered for cancellation), the Corporation shall execute and deliver new
Series A Preferred Stock Certificate(s) of like tenor and
date.  However, the Corporation shall not be obligated to reissue such
lost, stolen, destroyed or mutilated Series A Preferred Stock Certificate(s) if
the Holder contemporaneously requests the Corporation to convert such Series A
Preferred Stock.

    


    C           Waiver
Notwithstanding any provision in this Certificate of Designation to the
contrary, any provision contained herein and any right of the Holders of Series
A Preferred Stock granted hereunder may be waived as to all shares of Series A
Preferred Stock (and the Holders thereof) upon the written consent of the
Majority Holders, unless a higher percentage is required by applicable law, in
which case the written consent of the Holders of not less than such higher
percentage of shares of Series A Preferred Stock shall be required.

    


    D.             Information Rights So
long as shares of Series A Preferred Stock are outstanding, the Corporation will
deliver to each Holder of Series A Preferred Stock (i) audited annual financial
statements to the Holders of Series A Preferred Stock within 90 days after the
end of each fiscal year; (ii) and unaudited quarterly financial statements
within 45 days of the end of each fiscal quarter.

    


    E           Notices. Any notices
required or permitted to be given under the terms hereof shall be sent by
certified or registered mail (return receipt requested) or delivered personally,
by nationally recognized overnight carries or by confirmed facsimile
transmission, and shall be effective five days after being placed in the mail,
if mailed, or upon receipt or refusal of receipt, if delivered personally or by
nationally recognized overnight carrier or confirmed facsimile transmission, in
each case addressed to a party. The addresses for such communications are (i) if
to the Corporation to Vensure Employer Services, Inc. 2730 South Val Vista
Drive, Suite 117, Gilbert, Arizona 85295, attn: Chief Executive Officer; and
(ii) if to any Holder to the address set forth in the securities purchase
agreement between Fund.com Inc. and the Corporation, dated September 24, 2009,
or such other address as may be designated in writing hereafter, in the same
manner, by such person.

    


    Sixth:      The
governing board of the Corporation shall be known as the Board of Directors, and
the number of Directors may from time to time be increased or decreased in such
manner as shall be provided by the By-Laws of this Corporation, providing that
the number of Directors shall not be reduced to fewer than five
(5).

    


    Seventh:  The
Resident Agent for this Corporation shall be Robert G. Morley, Esq. The address
of the Resident Agent and the registered or statutory address of this
Corporation in the State of Arizona shall be at 2730 South Val Vista Drive,
Suite 117, Gilbert, Arizona 85295.

     

     

    
 

    
      
        
        

      

      
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    I, the undersigned, being the President
and Chief Executive Officer of the Corporation, do make and file these Restated
Articles of Incorporation, hereby declaring and certifying that the facts herein
stated are true and accordingly have hereunto set my hand this 29th day
of September 2009.

    


    VENSURE EMPLOYER SERVICES,
INC.

     

     

    By: /s/
Thomas Lindsay 

    Name:  Thomas
Lindsay

    Title:    President
and CEO

     

     

     

     

     

     

    -12-