**Exhibit 3.1**

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.**

Global Defense Technology & Systems, Inc. (the“Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 

FIRST. The name of the Corporation is Global Defense Technology & Systems, Inc. 

SECOND. The originalCertificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 31, 2008 under the Corporation’s original name, Contego Newco Company, and such Certificate of Incorporation wasamended by that certain Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 23, 2009. 

THIRD. This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”)and written consent of the stockholders has been given in accordance with the provisions of Sections 228, 242 and 245 of the DGCL. 

FOURTH. The text of the Certificate of Incorporation of the Corporation shall be amended and restated in full to read as follows: 

ARTICLE I 

NAME 

The name of the Corporation is Global Defense Technology & Systems, Inc. 

ARTICLE II 

REGISTERED OFFICE AND AGENT 

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

ARTICLE III 

PURPOSE 

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

ARTICLE IV 

CAPITALSTOCK 

1. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock”and “Preferred Stock.” The total number of shares of stock which the Corporation shall have authority to issue is 100,000,000, consisting of 90,000,000 shares of Common Stock, with a par value of $0.01 per share and 10,000,000 shares ofPreferred Stock, with a par value of $0.01 per share. Effective at 4:00 p.m. (Eastern Time) on November 19, 2009 (such time, the “Effective Time”), every one (1) share of Common Stock outstanding immediately prior to the Effective Time(such shares, the “Old Common Stock”) shall automatically without further action on the part of the Corporation be split into sixty thousand (60,000) fully paid and nonassessable shares of Common Stock (the “New CommonStock”), subject to the treatment of fractional shares described below. From and after the Effective Time, certificates representing the Old Common Stock shall, without the necessity of presenting the same for exchange, represent the number ofshares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Amended and Restated Certificate of Incorporation. There shall be no fractional shares issued. All fractional shares shall be rounded up to thenearest whole share, such that holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them shall instead be entitled to receive a whole share. Each share of Common Stock shall entitle the holder thereof toone (1) vote on each matter submitted to a vote at any meeting of stockholders. 

2. The Board of Directors is further authorized, subject to the limitations prescribed bylaw, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation, authority to fixby resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, andthe number of shares constituting any such series and the designation thereof, or any of the foregoing. 

3. The Board ofDirectors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of PreferredStock, the number of which is fixed by it, subsequent to the issuance of shares then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Amended and RestatedCertificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the statuswhich they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

ARTICLE V

BOARD OF DIRECTORS 

1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or bythis Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. 

2. The directors, other than those who may be elected by the holders of any series of Preferred Stock pursuant to the provisions of thisAmended and Restated Certificate of Incorporation or any resolution or resolutions providing for the issuance of such class or series of stock adopted by the Board of Directors, shall be elected by the stockholders entitled to vote thereon in themanner and at the times provided in the Bylaws of the Corporation. 

3. Elections of directors need not be by written ballotunless the bylaws of the Corporation shall so provide. 

4. No stockholder shall be permitted to cumulate votes at any electionof directors. 

ARTICLE VI 

BYLAWS 

In furtherance and not in limitation of the powers conferred by the lawsof the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the bylaws of the Corporation. 

ARTICLE VII 

CERTIFICATE OF INCORPORATION 

The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in thisAmended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences andprivileges of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved inthis ARTICLE VII. 

 

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ARTICLE VIII 

LIMITATIONS ON LIABILITY AND INDEMNIFICATION 

OF DIRECTORS AND OFFICERS 

1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall notbe personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability ofdirectors, then the liability of a director of the Corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended. 

2. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporationor is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person inconnection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors. 

3. TheCorporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made aparty to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred bysuch person in connection with any such Proceeding. 

4. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under the DGCL. 

5. Neither any amendment or repeal of anySection of this ARTICLE VIII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this ARTICLE VIII, shall eliminate or reduce the effect of this ARTICLE VIII, in respect of any matteroccurring, or any action or proceeding accruing or arising or that, but for this ARTICLE VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

ARTICLE IX 

PERMITTED ACTIVITIES AND CORPORATE OPPORTUNITIES

The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participatein, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director of the Corporationwho is not an employee of the Corporation or any of its subsidiaries (collectively, “Permitted Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into thepossession of, a Permitted Person expressly and solely in such Permitted Person’s capacity as a director of the Corporation. 

 

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ARTICLE X 

DGCL SECTION 203 

The Corporation hereby expressly elects not to be governed bythe provisions of Section 203 of the DGCL, and the restrictions and limitations set forth therein. 

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate ofIncorporation to be signed by its President and Chief Executive Officer and attested by its Secretary on this the 18th day of November, 2009. 

 
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. 
/s/ John Hillen
 By: John Hillen Its: President and Chief Executive Officer
Attest:

 
By: 
/s/ Lisa Broome
 Lisa Broome, Secretary
 

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