Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AKILI, INC.
(a Delaware corporation)
I.
The name of this corporation is Akili, Inc. (the “Corporation”).
II.
The registered office of the Corporation in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.
III.
The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware
General Corporation Law.
IV.
This Corporation is authorized to issue only one class of stock, to be designated Common Stock. The total number of shares of Common
Stock presently authorized is 5,000, each having a par value of $0.01.
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 which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.
B. The Board of Directors is expressly empowered to adopt, amend, or repeal the Bylaws of the Corporation. The stockholders shall also
have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, such
action by stockholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
C. Unless and except to the extent that the Bylaws of this Corporation shall so require, the election of directors of this Corporation
need not be by written ballot.
VI.
A. To the fullest extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from
time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for the breach of his or her fiduciary duty as a director, except for liability (a) for any breach of the
director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law or
(d) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
B. Any amendment, repeal or modification of this Article VI by either (i) the stockholders of the Corporation or (ii) an amendment to
the Delaware General Corporation Law, or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI, shall not adversely affect any right or protection existing at the time of such amendment, repeal or
modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a director or officer at the time of such amendment, repeal of modification.
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.