FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
PROTEON THERAPEUTICS, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Proteon Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the General Corporation Law),
DOES HEREBY CERTIFY:
1. That the name of this corporation is Proteon Therapeutics, Inc. The date of filing of the original certificate of incorporation of this corporation with the secretary of state of the State of Delaware was on March 24, 2006.
2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Fourth Amended and Restated Certificate of Incorporation of this corporation (as previously amended and in effect prior to the effective date
of this Fifth Amended and Restated Certificate of Incorporation, the Prior Charter) declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor
3. This Fifth Amended and Restated Certificate of Incorporation further amends and restates and integrates the Prior Charter to read in its entirety as follows:
FIRST: The name of this corporation is Proteon Therapeutics, Inc. (the Corporation).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 205,926,290 shares of Common Stock, $0.001 par value per share (Common Stock), and (ii) 158,642,302 shares of Preferred Stock, $0.001 par value per share (Preferred Stock).
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation and each series thereof.