The Crowdfunding Handbook

APPENDIX 3

Amended and Restated Certificate of Incorporation Creating Classes of Voting and Nonvoting Common Stock and Convertible Preferred Stock [Delaware form]

AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOF___________________________ , INC.

(Pursuant to Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware)

___________________ , INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1. That the name of this corporation is ___________________ , INC., and that this corporation was originally incorporated pursuant to the General Corporation Law on [date of incorporation] under the name___________________ ...