EXHIBIT
3.1






SECOND AMENDED AND
RESTATED


CERTIFICATE OF INCORPORATION
OF


ASCEND ACQUISITION
CORP.






The
undersigned, Don K. Rice, hereby certifies that:




ONE: He is
the duly elected and acting Secretary of the corporation.




TWO: The
name of the corporation is Ascend Acquisition Corp. and the corporation was
originally incorporated on December 5, 2005, pursuant to the General Corporation
Law of the State of Delaware.




THREE: The
Certificate of Incorporation of the corporation shall be amended and restated to
read in full as follows:




FIRST: The name of the corporation is
Ascend Acquisition Corp. (hereinafter sometimes referred to as the
"Corporation").





SECOND:
The registered office of the Corporation is to be located at 615 S. DuPont Hwy.,
Kent County, Dover, Delaware. The name of its registered agent at that address
is National Corporate Research, Ltd.





THIRD:
The purpose of the Corporation shall be to engage in any lawful act or activity
for which corporations may be organized under the GCL.





FOURTH:
The total number of shares of all classes of capital stock that the Corporation
shall have authority to issue is 301,000,000 of which 300,000,000 shares shall
be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall
be Preferred Stock of the par value of $.0001 per share.





A.           Preferred
Stock. The Board of Directors is expressly granted authority to issue shares of
the Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a "Preferred Stock Designation") and as may be permitted
by the GCL. The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of 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,
without a separate vote of the holders of the Preferred Stock, or any series
thereof, unless a vote of any such holders is required pursuant to any Preferred
Stock Designation.





B.           Common
Stock. Except as otherwise required by law or as otherwise provided in any
Preferred Stock Designation, the holders of the Common Stock shall exclusively
possess all voting power and each share of Common Stock shall have one
vote.












C.                 Upon
the effectiveness of the filing with the Secretary of State of Delaware of
Articles of Amendment to the Certificate of Incorporation or a Second Amended
and Restated Certificate of Incorporation adding this paragraph to the
Corporation’s certificate of incorporation, each ten (10) shares of Common Stock
issued and outstanding immediately prior to the filing of such Articles of
Amendment as aforesaid shall be combined into one (1) share of validly issued,
fully paid and non-assessable Common Stock.  As soon as practicable
after such date, the Corporation shall request holders of the Common Stock to be
combined in accordance with the preceding to surrender certificates representing
their Common Stock to the Corporation's authorized agent, and each such
stockholder shall receive upon such surrender one or more stock certificates to
evidence and represent the number of shares of Common Stock to which such
stockholder is entitled after the combination of shares provided for herein;
provided, however, that this Corporation shall not issue fractional shares of
Common Stock in connection with this combination, but all fractional shares that
would otherwise result shall be rounded up to one whole share of Common
Stock.





FIFTH:                               [INTENTIONALLY
OMITTED]





SIXTH:                               [INTENTIONALLY
OMITTED]





SEVENTH:
The following provisions are inserted for the management of the business and for
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:





A.           Election
of directors need not be by ballot unless the by-laws of the Corporation so
provide.





B.           The
Board of Directors shall have the power, without the assent or vote of the
stockholders, to make, alter, amend, change, add to or repeal the by-laws of the
Corporation as provided in the by-laws of the Corporation.





C.           The
directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any meeting of the
stockholders called for the purpose of considering any such act or contract, and
any contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the stock of the Corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat (provided that a
lawful quorum of stockholders be there represented in person or by proxy) shall
be as valid and binding upon the Corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the Corporation,
whether or not the contract or act would otherwise be open to legal attack
because of directors' interests, or for any other reason.





D.           In
addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, 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; subject, nevertheless, to the provisions of the statutes of
Delaware, of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.












EIGHTH:                               A.   A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the director derived an improper personal benefit. If the GCL is amended 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 GCL, as so
amended. Any repeal or modification of this paragraph A by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation with respect to events occurring prior to the time of such
repeal or modification.





B.           The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.




NINTH:
Whenever a compromise or arrangement is proposed between this Corporation and
its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.






* *
*






FOUR: The
foregoing Second Amended and Restated Certificate of Incorporation has been duly
adopted by the corporation’s Board of Directors in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation
Law.




FIFTH:The foregoing Second Amended
and Restated Certificate of Incorporation will become effective on September 23,
2008 at 12:01 a.m. in accordance with the provision of Section 103(d) of the
Delaware General Corporation Law.











IN
WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate of Incorporation on September 17, 2008.




ASCEND
      ACQUISITION CORP.By:
      /s/ Don K. RiceDon
      K. Rice, Secretary