**Exhibit 3.1**

 

**SECOND AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**VALUECLICK, INC.**

 

ValueClick, Inc., a corporation organized and existing under theGeneral Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST: The original Certificate of Incorporation of ValueClick, Inc.was filed with the Secretary of State of the State of Delaware on October 9,1998.

 

SECOND: The Amended and Restated Certificate of Incorporation ofValueClick, Inc. was filed with the Secretary of State of the State of Delawareon October 8, 1999.

 

THIRD: The Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of ValueClick, Inc. was filed with the Secretaryof State of the State of Delaware on March 29, 2000.

 

FOURTH: The Second Amended and Restated Certificate of Incorporation ofValueClick, Inc., in the form attached hereto as Exhibit A, has beenduly adopted in accordance with the provisions of Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware by the directors andstockholders of the Corporation, and the Amended and Restated Certificate ofIncorporation shall be amended and restated in full to read as set forth as ExhibitA.

 

FIFTH: The Second Amended and Restated Certificate of Incorporation soadopted reads in full as set forth in Exhibit A and is herebyincorporated herein by this reference.

 

IN WITNESS WHEREOF, the undersigned has executed this Second Amendedand Restated Certificate of Incorporation this 23rd day of May, 2002and certifies under penalties of perjury that the Second Amended and RestatedCertificate of Incorporation is the act and deed of the Corporation and thatthe statements herein are true.

 

 
| By:    | * * | /s/ *Scott P. Barlow*      | * * |
|--------|----------|----------------------------|----------|
|   |     | Scott P. Barlow, Secretary |     |

 

----

 

**EXHIBIT A**

 

**SECOND AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**VALUECLICK, INC.**

 

**ARTICLE I**

 

The name of this Corporation is ValueClick, Inc.

 

**ARTICLE II**

 

The address of the registered office of this Corporation in the Stateof Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County,Delaware 19808. This Corporation’s registered agent at that address isCorporation Service Company.

 

**ARTICLE III**

 

The purpose of this Corporation is to engage in any lawful act oractivity for which a corporation may be organized under the General CorporationLaw of Delaware.

 

**ARTICLE IV**

 

This Corporation is to have perpetual existence.

 

**ARTICLE V**

 

A. This Corporation is authorized to issue two classes of capital stockto be designated, respectively, “Common Stock” and “Preferred Stock.” The totalnumber of shares of capital stock that this Corporation shall have authority toissue is 520,000,000. The total number of shares of Common Stock that thisCorporation shall have authority to issue is 500,000,000. The total number ofshares of Preferred Stock that this Corporation shall have authority to issueis 20,000,000. The Common Stock shall have a par value of $.001 per share, andthe Preferred Stock shall have a par value of $.001 per share.

 

B. The Boardof Directors of the Corporation may issue Preferred Stock from time to time inone or more series. The Board of Directors of the Corporation is herebyauthorized to adopt a resolution or resolutions from time to time, within thelimitations and restrictions stated in this Certificate of Incorporation, tofix or alter the voting powers, designations, preferences, rights,qualifications, limitations and restrictions of any wholly unissued class ofPreferred Stock, or any wholly unissued series of any such class, and thenumber of shares constituting any such series and the designation thereof, orany of them, and to increase or decrease the number of share of any seriessubsequent

 

----

 

to the issuance of share of that series, but not below the number ofshares of such series then outstanding. In case the number of shares of anyseries shall be so decreased, the shares constituting such decrease shallresume the status which they had prior to the adoption of the resolutionoriginally fixing the number of share of such series.

 

**ARTICLE VI**

 

In furtherance and not in limitation of the powers conferred bystatute, the Board of Directors of this Corporation is expressly authorized toadopt, amend or repeal from time to time any or all of the Bylaws of thisCorporation.

 

**ARTICLE VII**

 

The number of directors which shall constitute the whole Board ofDirectors of this Corporation shall be specified in the Bylaws of thisCorporation, subject to Article VI and this Article VII.

 

**ARTICLE VIII**

 

A director of this Corporation shall not be personally liable to thethis Corporation or its stockholder for monetary damages for breach offiduciary duty as director, except for liability (a) for any breach of thedirector’s duty of loyalty to this Corporation or its stockholders, (b) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of law, (c) under section 174 of the General CorporationLaw of the State of Delaware, or (d) for any transaction from which the directorderived an improper personal benefit. Neither the amendment or repeal of thisArticle VIII nor the adoption of any provision of the Certificate ofIncorporation or the Bylaws or any statute inconsistent with this Article VIII,shall eliminate or reduce the effect of this Article VIII with respect to anyact or omission occurring, or any cause of action, suit or claim that but forthis Article VIII would accrue or arise, prior to such amendment, repeal oradoption of an inconsistent provision.

 

**ARTICLE IX**

 

This Corporation reserves the right at any time and from time to timeto amend, alter, change or repeal any provision herein, and other provisionsauthorized by the laws of the State of Delaware at the time in force may beadded or inserted, in the manner now or hereafter prescribed by law, and allrights, preferences and privileges of whatsoever nature conferred onstockholders, directors or any other person whomsoever by or pursuant to thisCertificate of Incorporation in its present form or as hereafter are granted,subject to the rights reserved in this Article IX.

 

**ARTICLE X**

 

Meetings of stockholders may be held outside the State of Delaware, ifthe Bylaws so provide. The books of this Corporation may be kept (subject toany provision

 

----

 

of law) outside the State of Delaware. Elections of directors need notbe by ballot unless the Bylaws of this Corporation shall so provide.

 

----