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Exhibit 3.1
 SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDTRONICS, INC.
(A Delaware Corporation)
 
 Corporation DGCL
  Certificate of
Incorporation Exhibit A Board of Directors
 Exhibit
A
  CARDTRONICS, INC.By:
Name:
    
    /s/ Michael E. Keller

Michael E. KellerTitle:
    
    Secretary
 1




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Exhibit A
 SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDTRONICS, INC.
(A Delaware corporation)
 Article I.
  Article II.
  Article III.
  Article IV.
 Preferred Stock Common Stock
  A. Common Stock.
 Identical Rights.
 Subject to Preferred Stock.
 Liquidation.
 2




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Voting.
 B. Preferred Stock.
        3




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Preferred Stock Designation
 C. Series B Convertible Preferred Stock
 1. Number and Designation. Series B Preferred Stock
 2. Voting .
 Election of Directors Series B Director
 4




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Voting Generally
 3. Dividends.
 4. Liquidation Events; Extraordinary Transactions.
 Liquidation Events Liquidation Event
 Series B
Preference Amount
 5




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pari passu
  Extraordinary Transactions Merger Event Asset Sale CapStreet TA Funds Stock Sale Extraordinary Transaction
 6




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Valuation of Securities or Other Non-Cash Consideration
    7




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however
 5. Redemption .
 Optional Redemption; Redemption Date Earliest Series B
Redemption Date Notes Series B Redemption Date
 Redemption Price Series B Redemption
Price
 Insufficient Funds 8
        Interest Maximum Permitted Rate
 Right to Elect Directors plus Additional Directors Voting Period
 th
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Dividend After Redemption Date
 Surrender of Certificates
 6. Conversion.
 Voluntary Conversion
  10




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Original Issue Price Conversion Rate Conversion Price
  Automatic Conversion
   11




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Securities Act IPO QPO
 Qualified
Liquidity Event
 Procedure for Conversion
 Voluntary Conversion
 Automatic Conversion Automatic Conversion
Date
 12




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Reservation of Stock Issuable Upon Conversion
 No Closing of Transfer Books
 7. Adjustments
 Adjustments to the Conversion Price
 13




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Issuance of Rights or Options Options Convertible Securities
 Issuance of Convertible Securities however
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Change in Option Price or Conversion Rate
 Stock Dividends however
 Consideration for Stock
 15




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Record Date
 Treasury Shares however
 Common Stock Deemed Outstanding Common Stock Deemed Outstanding
 Certain Issues of Common Stock Excepted
 16




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Subdivision or Combination of Common Stock
 Reorganization or Reclassification
 8. Covenants
   17




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provided however
  18




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9. Additional Covenant BHC Act
 10. Notice; Adjustments; Waivers
 Liquidation Events, Etc
 19




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Adjustments; Calculations
 Waiver of Notice
 Other Waivers however
 11. No Reissuance of Series B Preferred Stock
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12. Contractual Rights of Holders
 13. Dispute Resolution Appraisal
Firm Resolution Period
 14. Definitions
 Affiliate
 Business Day
 Capital Stock
 Common Stock
 Excluded Shares provided however
 21




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Investors Agreement
 Issue Date
 Junior Securities
 Majority Holders
 Make-Whole Conversion Rate
 Marketable Securities provided however
 Material Subsidiary
 22




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Parity Securities
 Person
 Senior Securities
 Subsidiary
 Unpaid Issue Price
 Article V.
  Article VI.
  23




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Article VII.
  Article VIII.
  Article IX.
  Article X.
  24