This Amended and Restated Certificate of Incorporation is for use when amending an original certificate of incorporation. Typically this form will be used after a new class of stock (“preferred stock”) is to be sold in a financing or debt arrangement. The preferred stock may have different rights with regard to voting, liquidation and conversion than the common stock of the company.

This certificate sets forth the name of the company, date the original certificate was filed and that the board of directors adopted certain resolutions that will amend the original certificate of incorporation.

This Amended and Restated Certificate of Incorporation includes:

• Party: Sets forth the name of the company, state under which it is incorporated and purpose of the corporation;
• Shares: Sets out the number of shares of common stock the company is authorized to issue, division of shares (common, preferred or Series A) and definition of each type of share;
• Dividends: Specifies the treatment of each type of dividend;
• Liquidation Rights: Provisions regarding liquidation rights of each type of stock and any remaining assets;
• Voting: Except as otherwise expressly provided, holders of preferred and common stock shall vote together, and not as separate classes;
• Bylaws: Board of Directors are authorized to adopt, amend or repeal the bylaws of the corporation but the stockholders may also make additional bylaws for adoption;
• Signatures: This document must be signed by the chief executive officer of the corporation.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Amended and Restated Certificate of Incorporation

State Law Compliance: This form complies with the laws of all states