This legal document is an Amended and Restated Certificate of Incorporation template used primarily in venture capital financings. It can be utilized as a foundational document to outline the corporation's stock structure, including powers, preferences, and rights for each class or series of stock. Key features include guidance on "no impairment" clauses, "pay-to-play" provisions, and the concept of "blank check" preferred stock. The document is tailored for corporations incorporated in Delaware, highlighting advantages of this jurisdiction, while also providing considerations for companies with significant California operations or shareholders due to the applicability of certain California corporate laws. This template provides a structured approach for preparing essential corporate governance documents in venture-backed scenarios.