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Amended and Restated Certificate of Incorporation

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This is an Amended and Restated Certificate of Incorporation used in conjunction with a Series A Preferred Stock Purchase Agreement between a start-up Delaware company and venture capital investors. It sets forth the rights, preferences, and privileges of the Series A Preferred Stock, including dividend rights, liquidation preferences, redemption rights, voting rights, rights to convert the Preferred Stock to Common Stock, anti-dilution protection, and affirmative covenants by the Company and related voting rights of the preferred holders.

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Amended and Restated Certificate of Incorporation