Exhibit 3.1
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SOUTH MOUNTAIN MERGER CORP.
South Mountain Merger Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “South Mountain Merger Corp.” (the “Corporation”). The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 28, 2019, and was most recently amended and restated on June 19, 2019 (the “Existing Certificate”).
2. This Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), which both restates and amends the provisions of the Existing Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
3. This Restated Certificate shall become effective upon its filing with the Secretary of State of the State of Delaware.
4. The text of the Existing Certificate is hereby restated and amended in its entirety to read as follows:
I.
The name of this corporation is BTRS Holdings Inc.
II.
The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Zip Code 19808, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.
III.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.
IV.
A The Corporation is authorized to issue three classes of stock to be designated, respectively, “Class 1 Common Stock,” “Class 2 Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 575,000,000 shares. 538,000,000 shares shall be Class 1 Common Stock, par value $0.0001 per share (the “Class 1 Common Stock”), 27,000,000 shares shall be Class 2 Common Stock, par value $0.0001 per share (the “Class 2 Common Stock” and together with the Class 1 Common Stock, the “Common Stock”), and 10,000,000 shares shall be Preferred Stock, par value $0.0001 (the “Preferred Stock”).
B. Effective immediately upon the effectiveness of the filing of this Restated Certificate with the Secretary of State of the State of Delaware (the “Effective Time”), each one share of the Corporation’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that was issued and outstanding immediately prior to the Effective Time shall automatically be reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Class 1 Common Stock without any further action by the Corporation or any stockholder thereof. Effective immediately upon the Effective Time, each one share of the Corporation’s Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock”) held by Special Situations Investing Group II, LLC or its affiliates (collectively, “GS”) that was issued and outstanding immediately prior to the Effective Time shall instead automatically be reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Class 2 Common Stock without any further action by the Corporation or any stockholder thereof. Each certificate that immediately prior to the Effective Time represented shares of Class A Common Stock or Class C Common Stock (each, a “Prior Certificate”) shall, until surrendered to the Corporation in exchange for a certificate representing the same number and class of shares of Common Stock, automatically represent that number of shares of Common Stock into which the shares of Class A Common Stock or Class C Common Stock, as applicable, represented by the Prior Certificate shall have been reclassified and redesignated.