Amended and Restated Certificate of Incorporation (DE)

Filing-ready Delaware A&R charter implementing VC financing economics and governance. Produces Articles I–VI with preferred stock rights, conversion, anti-dilution, liquidation preferences, and protective provisions.

Prerequisites

Before drafting, collect:

• Executed term sheet or SPA exhibits (final economics and governance)
• Current cap table (outstanding, reserved, convertible securities)
• Existing certificate of incorporation and all amendments
• Board/stockholder approval mechanics and thresholds
• Registered agent name and Delaware registered office address
• Series terms and designations for each preferred class
• Side agreements affecting charter terms

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