Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PAPA MURPHY’S HOLDINGS, INC.
FIRST: The name of the corporation (hereinafter referred to as the “Company”) is Papa Murphy’s Holdings, Inc.
SECOND: The address of the registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County. The name of the registered agent of the Company at such address is The Corporation Trust Company.
THIRD: The purpose for which the Company is organized is to engage in any and all lawful acts and activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”). The Company will have all powers necessary and convenient to the conduct, promotion or attainment of such acts and activities and will have perpetual existence.
FOURTH: The total number of shares of stock that the Company shall have authority to issue is eleven thousand (11,000) shares, par value $0.01 per share, all of which shall be designated as common stock.
FIFTH: The business and affairs of the Company shall be managed by or under the direction of a board of directors. Each of the directors of the Company shall serve until the annual meeting of stockholders of the Company or until his or her successor is elected and qualified. The number of directors of the Company shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Company. Each director of the Company shall be entitled to one vote per director on all matters voted or acted upon by the board of directors.
SIXTH: Directors of the Company need not be elected by written ballot unless the bylaws of the Company otherwise provide.
SEVENTH: The directors of the Company shall have the power to adopt, amend, and repeal the bylaws of the Company.
EIGHTH: No contract or transaction between the Company and one or more of its directors, officers, or stockholders, or between the Company and any person (as used herein “person” means any other corporation, partnership, association, firm, trust, joint venture, political subdivision, or instrumentality) or other organization in which one or more of its directors, officers, or stockholders are directors, officers, or stockholders, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or a committee thereof that authorizes the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if (a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the