Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FORTE BIOSCIENCES, INC.
FIRST: The name
of the corporation is Forte Biosciences, Inc. (hereinafter called the “Corporation”).
SECOND: The address of
the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s
registered agent at such address is Corporation Service Company.
THIRD: 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 the State of Delaware (the “DGCL”).
FOURTH: The total
number of shares of stock which the Corporation is authorized to issue is 1,000 shares of common stock, having a par value of $0.001 per share.
FIFTH: The
business and affairs of the Corporation shall be managed by or under the direction of the board of directors (the “Board of Directors”), and the directors need not be elected
by ballot unless required by the bylaws of the Corporation.
SIXTH: In
furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.
SEVENTH:
Section 1. The liability
of a director of the Corporation for monetary damages shall be eliminated to the fullest extent under applicable law.
Section 2. 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 to which 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 approval by the stockholders of this Article SEVENTH 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 3. Any repeal or
modification of this Article SEVENTH shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article SEVENTH in effect at the time of the alleged occurrence of any act or
omission to act giving rise to liability or indemnification.
EIGHTH: The
Corporation reserves the right to amend, repeal and/or eliminate any provision contained in this Amended and Restated Certificate of Incorporation in the manner from time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.