Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
RAYZEBIO, INC.
ARTICLE ONE
The name of the corporation is RayzeBio, Inc. (hereinafter called the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE FOUR
The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, with a par value of $0.0001 per share.
ARTICLE FIVE
The directors of the Corporation shall have the power to adopt, amend or repeal the Bylaws, except as may be otherwise provided in the Bylaws.
ARTICLE SIX
The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE SEVEN
Section 7.01. The liability of a director of the Corporation for monetary damages shall be eliminated to the fullest extent under applicable law.
Section 7.02. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, and agents of the Corporation (and any other persons for whom applicable law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
Section 7.03. Any repeal or modification of this ARTICLE SEVEN shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this ARTICLE SEVEN in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
ARTICLE EIGHT
The Corporation reserves the right to amend or repeal any provisions contained in this Amended and Restated Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.
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