Amesite Inc. - FORM S-1/A - EX-3.3 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS CURRENTLY IN EFFECT - September 4, 2020

Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Amesite Inc.ea125860-s1a1_amesite.htm
EX-10.15 - EMPLOYMENT OFFER LETTER, DATED JULY 14, 2020, BY AND BETWEEN THE COMPANY AND RIC - Amesite Inc.ea125860ex10-15_amesite.htm
EX-10.14 - CONSULTING AGREEMENT BY BETWEEN THE COMPANY AND RICHARD DIBARTOLOMEO - Amesite Inc.ea125860ex10-14_amesite.htm
EX-10.13 - FORM OF LOCK-UP AGREEMENT - Amesite Inc.ea125860ex10-13_amesite.htm
EX-10.12 - EXECUTIVE AGREEMENT, EFFECTIVE AS OF JUNE 1, 2020, BY AND BETWEEN THE COMPANY AN - Amesite Inc.ea125860ex10-12_amesite.htm
EX-10.11 - EMPLOYMENT AGREEMENT DATED AS OF APRIL 27, 2018 BY AND BETWEEN THE COMPANY AND A - Amesite Inc.ea125860ex10-11_amesite.htm
EX-10.10 - LEASE AGREEMENT DATED AS OF NOVEMBER 13, 2017 BY AND BETWEEN AMESITE OPERATING C - Amesite Inc.ea125860ex10-10_amesite.htm
EX-10.9 - EMPLOYMENT AGREEMENT DATED AS OF NOVEMBER 14, 2017 BY AND BETWEEN AMESITE OPERAT - Amesite Inc.ea125860ex10-9_amesite.htm
EX-10.8 - 2018 EQUITY INCENTIVE PLAN AND FORMS OF AWARD AGREEMENTS THEREUNDER, ASSUMED IN - Amesite Inc.ea125860ex10-8_amesite.htm
EX-10.7 - 2017 EQUITY INCENTIVE PLAN AND FORMS OF AWARD AGREEMENTS THEREUNDER, ASSUMED IN - Amesite Inc.ea125860ex10-7_amesite.htm
EX-10.6 - FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE - Amesite Inc.ea125860ex10-6_amesite.htm
EX-10.5 - FORM OF PURCHASE AGREEMENT - Amesite Inc.ea125860ex10-5_amesite.htm
EX-10.4 - FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED APRIL 14, 2020 - Amesite Inc.ea125860ex10-4_amesite.htm
EX-10.3 - FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 14, 2 - Amesite Inc.ea125860ex10-3_amesite.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - Amesite Inc.ea125860ex10-2_amesite.htm
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Amesite Inc.ea125860ex10-1_amesite.htm
EX-5.1 - OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP - Amesite Inc.ea125860ex5-1_amesite.htm
EX-4.2 - FORM OF UNDERWRITER'S WARRANT - Amesite Inc.ea125860ex4-2_amesite.htm
EX-4.1 - SPECIMEN STOCK CERTIFICATE EVIDENCING THE SHARES OF COMMON STOCK - Amesite Inc.ea125860ex4-1_amesite.htm
EX-3.7 - AMENDED AND RESTATED BYLAWS, TO BE IN EFFECT AFTER THE COMPLETION OF THE REORGAN - Amesite Inc.ea125860ex3-7_amesite.htm
EX-3.6 - BYLAWS, AS CURRENTLY IN EFFECT - Amesite Inc.ea125860ex3-6_amesite.htm
EX-3.5 - SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, TO BE IN EFFECT AFTER - Amesite Inc.ea125860ex3-5_amesite.htm
EX-3.4 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMESITE PARENT, AS CURRENTL - Amesite Inc.ea125860ex3-4_amesite.htm
EX-3.2 - FORM OF CERTIFICATE OF MERGER RELATING TO THE MERGER OF AMESITE INC. WITH AND IN - Amesite Inc.ea125860ex3-2_amesite.htm
EX-3.1 - CERTIFICATE OF MERGER RELATING TO THE MERGER OF LOLA ONE ACQUISITION CORPORATION - Amesite Inc.ea125860ex3-1_amesite.htm
EX-2.2 - FORM OF AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED JULY 14, 2020, BY - Amesite Inc.ea125860ex2-2_amesite.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED APRIL 26, 2018, BY AND AM - Amesite Inc.ea125860ex2-1_amesite.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Amesite Inc.ea125860ex1-1_amesite.htm

Exhibit 3.3

 

AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

AMESITE OPERATING COMPANY

 

ARTICLE I

 

The name of this corporation is Amesite Operating Company (the “Corporation”).

 

ARTICLE II

 

The address of the Corporation’s registered office in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware 19904, in the County of Kent. The name of its registered agent at such address is Cogency Global Inc.

 

ARTICLE III

 

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

ARTICLE IV

 

The aggregate number of shares that this Corporation shall have authority to issue is 1,000 shares of capital stock, all of which shall be designated “Common Stock”, each having a par value of $0.0001.

 

ARTICLE V

 

A.       The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

 

B.       The Bylaws may be altered or amended, or new Bylaws may be adopted, by the stockholders entitled to vote. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws.

 

ARTICLE VI

 

The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.

 

ARTICLE VII

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

 

Amesite Inc. Reports