**Exhibit 3.1**

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**ACTIVE POWER, INC.**

Active Power,Inc., a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), DOES HEREBY CERTIFY: 

**FIRST:**The original Certificate of Incorporation of this corporation was filed with the Secretary of State of Delaware onMarch 29, 2000 under the name “Active Power, Inc.” An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on August 4, 2000, a Certificate of Correction was filed with the Secretaryof State of Delaware on June 6, 2006 and a Certificate of Amendment to Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on June 6, 2006. 

**SECOND:**The Restated Certificate of Incorporation of Active Power, Inc. in the form attached hereto as Annex A has been dulyadopted in accordance with the provisions of Section 245 of the DGCL by the directors of this corporation. Pursuant to Section 245 of the DGCL, this Restated Certificate of Incorporation of Active Power, Inc. is an integration into asingle instrument of all provisions of Active Power’s certificate of incorporation that are no in effect and therefore approval by the stockholders of this corporation is not required. 

**THIRD:** The Restated Certificate of Incorporation so adopted reads in full as set forth in Annex A attached hereto and isincorporated herein by this reference. 

**IN WITNESS WHEREOF**, ActivePower, Inc. has caused this Restated Certificate of Incorporation to be signed by its duly authorized and elected officer this 7th day of June, 2006. 

 

**ANNEX A**

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**ACTIVE POWER, INC.**

**ARTICLE I**

The name of this corporation shall be Active Power, Inc. (the “Company”). 

**ARTICLE II**

The address of theregistered office of the Company in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent at that address is The Corporation Trust Company. 

**ARTICLE III**

The purpose of theCompany is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 

**ARTICLE IV**

A. Authorized Shares. The aggregate number of shares that the Company shall have authority to issue is One Hundred Sixty Million (160,000,000),(a) One Hundred Fifty Million (150,000,000) shares of which shall be common stock, par value $0.001 per share (“Common Stock”), and (b) Ten Million (10,000,000) shares of which shall be preferred stock, par value$0.001 per share (“Preferred Stock”). Of such shares of Preferred Stock, Four Hundred Thousand (400,000) shall be designated as “Series A Junior Participating Preferred Stock,” the rights, preferences and privilegesof which are set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock of Active Power filed with the Secretary of State of Delaware on December 18, 2001. 

B. Common Stock. Each share of Common Stock shall have one vote on each matter submitted to a vote of the stockholders of the Company. Subject tothe provisions of applicable law and the rights of the holders of the outstanding shares of Preferred Stock, if any, the holders of shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors of the Company,out of the assets of the Company legally available therefor, dividends or other distributions, whether payable in cash, property or securities of the Company. The holders of shares of Common Stock shall be entitled to receive, in proportion to thenumber of shares of Common Stock held, the net assets of the Company upon dissolution after any preferential amounts required to be paid or distributed to holders of outstanding shares of Preferred Stock, if any, are so paid or distributed.

C. Preferred Stock. 

1. Series. The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each additional series of Preferred Stock, including any designations,preferences, conversion and other rights, voting 

 

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powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as setforth in resolutions adopted by the Board of Directors. 

2. Rights and Preferences. The Board of Directors is expressly authorized,at any time, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing certificates ofamendment or designation which are effective without stockholder action, to increase or decrease the number of shares included in each series of Preferred Stock, but not below the number of shares then issued, and to set in any one or more respectsthe designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. The authority of the Board ofDirectors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following: 

a. thedividend rate, if any, on shares of such series, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative; 

b. whether the shares of such series shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption; 

c. the obligation, if any, of the Company to redeem shares of such series pursuant to a sinking fund; 

d. whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms andconditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; 

e. whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights; 

f. the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company; and

g. any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series.

**ARTICLE V**

A directorof the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Company orits stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law or (d) for any transaction fromwhich the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability ofdirectors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. 

 

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**ARTICLE VI**

The management of the business and the conduct of the affairs of the Company shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, orin the manner provided in, the Bylaws of the Company. 

**ARTICLE VII**

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Company may provide. The books of the Company may bekept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Company. 

**ARTICLE VIII**

Election of directorsat an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Company shall so provide. 

**ARTICLEIX**

A. At each annual meeting of stockholders, directors of the Company shall be elected to hold office until the expiration of theterm for which they are elected, and until their successors have been duly elected and qualified. Effective immediately following the closing of the initial public offering of the Company’s capital stock pursuant to an effective registrationstatement filed under the Securities Act of 1933, as amended (the “Initial Public Offering”), the directors of the Company shall be divided into three classes as nearly equal in size as is practicable, hereby designated as Class I,Class II and Class III. The initial Class I, Class II and Class III directors shall be those directors designated and elected by resolution of the Board of Directors or stockholders prior to the Initial Public Offering. The term of office of theinitial Class I directors shall expire at the first annual meeting of stockholders following the closing of the Initial Public Offering (the “First Public Company Annual Meeting”); the term of office of the initial Class IIdirectors shall expire at the next succeeding annual meeting of stockholders; and the term of office of the initial Class III directors shall expire at the second succeeding annual meeting of stockholders. At each annual meeting after the FirstPublic Company Annual Meeting, directors to replace those of a Class whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting and until their respective successors shall have been dulyelected and qualified. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable.

B. Vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Boardof Directors, although less than a quorum, at a meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Company and untilhis or her successor shall have been duly elected and qualified. 

 

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**ARTICLE X**

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Company. 

**ARTICLE XI**

Effective upon theclosing of the Initial Public Offering, stockholders of the Company may not take action by written consent in lieu of a meeting but must take any actions at a duly called annual or special meeting. 

**ARTICLE XII**

Notwithstanding anyother provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital stock required by law or this Certificate ofIncorporation, effective as of the Initial Public Offering, the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of all of the then-outstanding shares of the Company entitled to vote shall be required toalter, amend or repeal Articles IX or XI or this Article XII, or any provisions thereof. 

**ARTICLE XIII**

Subject to Article XII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate ofIncorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation. 

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