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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Restated Certificate of Incorporation of Plum, PBC

Headnote

Below you will find the text of the restated certificate of incorporation of Plum, Public Benefit Corporation as filed with the Secretary of State of Delaware on February 6, 2014.

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RESTATED
CERTIFICATE OF INCORPORATION
OF
PLUM, PBC

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 Plum, PBC, a Delaware corporation (the "Corporation") , organized and existing under and by -virtue of the General Corporation Law of the State of Delaware (the "General Corporation Law"),

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 DOES HEREBY CERTIFY:

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1. That the Corporation was originally incorporated pursuant to the General Corporation Law on December 18, 2008 under the name "The Nest Collective,

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2. That the name of the Corporation was changed from "The Nest Collective, Inc. to "Plum Inc." pursuant to a Certificate of Amendment filed with the Secretary of State of the State of Delaware on November 5, 2012.

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3. That the name of the Corporation was changed from "Plum Inc." to "Plum PBC" pursuant to a Certificate of Amendment filed with the Secretary of State of the State of Delaware on August 1, 2013.

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4. That the name of the Corporation was corrected to "Plum, PBC" to include a comma, pursuant to a Certificate of Correction filed with the Secretary of State of the State of Delaware on October 2, 2013.

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RESOLVED, that the Amended and Restated Certificate of the Corporation be restated in its entirety to read as follows:

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FIRST: The name of the corporation is Plum, PBC.

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SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, and County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

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THIRD: The public benefits to be promoted by the Corporation include the delivery of nourishing, organic food to the nation’s little ones and raising awareness and advancing for childhood hunger and malnutrition in the United States. In addition, the Corporation may engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“DGCL”).

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FOURTH: The total timber of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.

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FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

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SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

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SEVENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

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EIGHTH: (1) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest permitted by the DGCL. Any disinterested failure to satisfy DGCL 365 shall not, for the purposes of DGCL 102 (b) (7) or DGCL 145, constitute an act or omission not in good faith, or a breach of the duty of loyalty.

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(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 General Corporation 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 Section 145 of the General Corporation Law, subject only to limits created by applicable Delaware law (statutory and nonstatutory), with respect to actions for breach of duty to the Corporation, its stockholders and others.

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(3) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL. The right to indemnification conferred in this ARTICLE EIGHTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the DGCL. The right to indemnification conferred in this ARTICLE EIGHTH shall be a contract right.

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(4) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.

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(5) The rights and authority conferred by this ARTICLE EIGHTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

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(6) Neither the amendment, modification or repeal of this ARTICLE EIGHTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part. thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

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NINTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by the DGCL and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

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1. That the foregoing restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

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2. That this Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of the corporation on this 6th day of February, 2014.

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By:  /s/ Neil Grimmer
Neil Grimmer
President and Chief Executive Officer