This amended and restated certificate of incorporation outlines the governance and operational framework for a Delaware corporation. It delineates the structure of the company's share capital, including common and preferred stock, designating rights, preferences, and restrictions associated with each class. The document includes provisions for voting rights, indemnification of directors and officers, board composition, and procedures for meetings. It also establishes guidelines for amending bylaws, director elections, and director liability limitations. This certificate serves as a foundational legal document guiding corporate governance and compliance, providing a clear legal structure for managing corporate affairs and protecting the interests of directors and stakeholders.