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*State of Delaware*
| PAGE  1 |
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*Officeof the Secretary of State*

 

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                I,EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFYTHE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF AUSTINSSTEAK & SALOON, INC.*, FILED IN THIS ON OFFICE THE TWENTY-FOURTH DAY OFJANUARY, A.D. 1996, AT 12 O’CLOCK P.M.

 

|         | /s/ Edward J. Freel                    |
|--------------|----------------------------------------|
|         | *Edward  J. Freel, Secretary of State* |
| 2318267 8100 |                                   |
|         | AUTHENTICATION:                        | 8376781 |
| 001168788    |                                   |   |
|         | DATE:                                  | 04-12-00 |

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|   | STATE  OF DELAWARE        |
|--------|---------------------------|
|   | SECRETARY  OF STATE       |
|   | DIVISION  OF CORPORATIONS |
|   | FILED  12:00 PM 1/24/1996 |
|   | 546022103  — 2218267 |

 

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**AUSTINS STEAKS & SALOON, INC.**

 

                AustinsSteak & Saloon, Inc., a corporation organized and existing under and byvirtue of the General Corporation Law of the State of Delaware (the“Corporation”) does hereby certify that: (i) its original Certificate ofIncorporation was filed with the Secretary of State of Delaware on December 8,1992; (ii) the Board of Directors of the Corporation approved this RestatedCertificate of Incorporation and submitted it to a vote of the stockholders ofthe Corporation in accordance with Section 145 of the General Corporation Lawof the State of Delaware; (iii)  at the1995 Annual Meeting of Stockholders of the Corporation held September 22, 1995the holders of a majority of the outstanding common stock, being the only classof stock entitled to vote, approved the Restated Certificate of Incorporationin accordance with Section 145 of the General Corporation Law of the State ofDelaware; and, accordingly, the Certificate of Incorporation of theCorporation, as amended to date, is hereby restated in its entirety as follows:

 

**ARTICLE I**

** **

**NAME**

** **

                Thename of the Corporation shall be Austins Steaks & Saloon, Inc.

 

**ARTICLE II**

** **

**INITIAL REGISTERED OFFICE ANDINITIAL REGISTERED AGENT**

 

                Thestreet address of the initial registered office of the Corporation isCorporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,Delaware 19801. The name of its initial registered agent at such address is TheCorporation Trust Company.

 

**ARTICLE III**

** **

**PURPOSES**

 

                Thegeneral nature of the business and the objects and purposes proposed to betransacted, promoted and carried on by the Corporation are to do any and all ofthe things herein mentioned as fully and to the same extent as natural personsmight or could do and in any part of the world, including:

 

                (a)To erect, conduct, establish, purchase, lease and otherwise acquire, and tohold, use, equip, outfit, supply, service, maintain, operate, sell andotherwise dispose of restaurants of all types, taverns, and other eating anddrinking places and establishments of every kind and description, and generallyto conduct the business of restaurants, suppliers, preparers, servers,distributers, and dispensers of food and drink, and to engage in all activitiesto tender all

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services, and to buy, sell, use, handle, anddeal in all fixtures, machinery, apparatus, equipment, accessories, tools,materials, products, and merchandise incidental or related thereto, or of usetherein; and

 

                (b)To borrow or raise monies for any of the purposes of the Corporation and, fromtime to time, without limit as to amount, to draw, make, accept, endorse,execute, lease, and grant promissory notes, drafts, bills of exchange,warrants, options, bonds, debentures, and other negotiable or non-negotiableinstruments, evidences of indebtedness and agreements; to secure the paymentthereof and of the interest thereon and the performance thereof by mortgageupon, or pledge, conveyance, or assignment in trust of, the whole or any partof the assets of the Corporation, whether at the time owned or thereafteracquired; and to sell, pledge, or otherwise dispose of such securities or otherobligations of the Corporation for its corporate purposes.

 

                (c)To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge orotherwise dispose of the shares of the capital stock of, or any bonds,securities or evidences of indebtedness created by any other corporation orcorporations of the State of Delaware or any other state, country, nation orgovernment and, while the owner of said stock, to exercise all the rights,powers, and privileges of ownership including, the right to vote thereon.

 

                (d)To pay for any property, securities, rights or interests acquired by thisCorporation in cash or other property, rights or interests acquired by thisCorporation in cash or other property, rights or interest held by thisCorporation, or by issuing and delivering, in exchange therefor its ownproperty, stock, shares, bonds, debentures, notes, warrants for stock,certificates of indebtedness or other obligations or securities howeverevidenced.

 

                (e)To carry on all or any part of its business objects or purposes as principal,factor, agent, contractor or otherwise, either alone or as a member of, orassociated with any corporation, association, partnership, firm, trustee,syndicate, individual, combination, organization, joint venture or entity inany part of the world.

 

                (f)In carrying on its business and for the purpose of furthering its objects andpurposes, to enter into and perform agreements and contracts of any nature withany government, state, territory, district, municipality, political orgovernmental division or subdivision, body politic, corporation, association,partnership, firm, trustee, syndicate, individual, combination, organization orentity whatsoever.

 

                (g)To have one or more offices,  to carryon all or any of its operations and business and, without restriction or limitas to amount, to purchase or otherwise acquire, hold, own, mortgage, sell,convey or otherwise dispose of real and personal property of every class anddescription in any of the states, districts, territories or colonies of the UnitedStates, and in any and all foreign countries, subject to the laws of any suchstate, district, territory, colony or country.

 

                (h)To engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law of Delaware.

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                Itis the intention that the objects and purposes specified in the foregoingclauses of this Article shall not be in any wise limited or restricted byreference to or interference from the terms of any other clause of this or anyother Articles in this Certificate of Incorporation, but that the objects andpurposes specified in each of the clauses of this Article shall be regarded asindependent objects and purposes. It is also the intention that said clauses beconstrued both as purposes and powers; and generally, that the Corporationshall be authorized to exercise and enjoy all other powers, rights, andprivileges granted to or conferred upon a corporation of this character by thelaws of the State of Delaware, and the certification of certain powers asherein specified is not intended as exclusive of or as waiver of any of thepowers, rights or privileges granted or conferred by the laws of said State,nor or hereinafter in force.

 

**ARTICLE IV**

** **

**AUTHORIZED SHARES**

 

                Theauthorized capital stock of the Corporation shall be 7,500,000 shares, $0.01par value each, amounting in the aggregate to $75,000, all of which shall bedesignated as “Common Stock”.

 

                Sharesof the capital stock of any class or series now or hereafter authorized may beissued by this Corporation for such consideration as shall be fixed from timeto time by the Board of Directors of this Corporation; provided, however, thatthe consideration for the issuance of shares having par value not be less thansuch par value. Any and all shares of stock so issued for which theconsideration so fixed has been paid or delivered to this Corporation shall bedeclared and taken to be fully paid stock and shall not be liable to anyfurther call or assessments thereon, and the holders of such shares shall notbe liable for any further payments in respect of such shares. Subscriptions to,or the purchase price of, shares of the capital stock of any class of thisCorporation may be paid for, wholly or partly, by cash, by labor done, bypersonal property or by real property or leases thereof. In the absence ofactual fraud in the transaction, the judgment of the Board of Directors as tothe value of such labor, property, real estate or leases thereof shall beconclusive.

 

                Noholder of any capital stock of this Corporation of any class or series now orhereafter authorized shall, as such holder, have any preemptive or other rightto purchase or subscribe for any shares of the capital stock of any class orseries which this Corporation may issue or sell, whether such shares beexchangeable for any other class or classes of the capital stock of thisCorporation, whether such shares be herein or hereafter authorized or whethersuch shares be acquired by this Corporation after the issuance thereof, nor shallthe holders of any capital stock of this Corporation of any class or series, assuch holders, have any preemptive or other right to  purchase or subscribe for any obligations which this Corporationmay issue and sell that shall be convertible into shares of the capital stockof this Corporation of any class or classes. Nothing herein set forth shalldenegrate the power and authority of the Board of Directors to determine tooffer to or authorize to be offered from time to time for subscription to theholders of any class or series of the capital stock or convertible obligationsof this Corporation at such  price orprices and upon such other terms and conditions as the Board of Directors mayin its sole discretion determine and fix. Any such shares of capital stock orconvertible obligations of this Corporation

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which the Board of Directors may determine tooffer or authorize to be offered for subscription to the holders of any classor series of the capital stock of this Corporation need not, by reason of suchauthorization and/or offer, be offered also to the holders of any other classor series.

 

                Notransfer of stock of this Corporation shall be operative until entered upon thebooks of the Corporation.

 

**ARTICLE V**

** **

**INDEMNIFICATION**

 

                TheCorporation shall, to the extent required, and may, to the extent permitted bySection 145 of the Delaware General Corporation Law, as amended from time totime, indemnify and reimburse all persons whom it may indemnify and reimbursepursuant thereto. Notwithstanding the foregoing, the indemnification providedfor in this Article V shall not be deemed exclusive of any other rights towhich those entitled to receive indemnification or reimbursements hereunder maybe entitled under any Bylaws of this Corporation, agreement, vote or consent ofstockholders or disinterested directors or otherwise.

 

**ARTICLE VI**

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**DURATION**

 

                TheCorporation shall have perpetual existence.

 

**ARTICLE VII**

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**POWERS**

 

                Thefollowing provisions are inserted for the management of the business and forthe conduct of the affairs of the Corporation, and it is expressly providedthat they are intended to be in furtherance and not in limitation or exclusionof the powers conferred by the statutes of the State of Delaware.

 

                (a)The affairs of this Corporation shall be conducted by a Board of Directors. Thenumber of Directors of the Corporation, not less than three, shall be fixedfrom time to time by the Bylaws. The Directors are to be elected by thestockholders; such election to take place at such time and to be conducted insuch manner as shall be prescribed by the Bylaws of this Corporation.

 

                (b)The books of the Corporation may be kept within or without the State ofDelaware at such place or places as may be designated from time to time by theBoard of Directors.

 

                (c)The Board of Directors may make, alter or repeal the Bylaws of the Corporationexcept as otherwise provided therein.

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                (d)The Board of Directors may authorize and cause to be executed mortgages andliens upon the real and personal property of the Corporation, may hold meetingsoutside the State of Delaware, may declare and pay stock dividends, and may setapart out of any funds of the Corporation available for dividends a reserve orreserves for any proper purpose or to abolish any such reserves in the mannerin which it was created.

 

                (d)In addition to the power and authorities herein before or by statute expresslyconferred upon it, the Board of Directors is hereby empowered to exercise allsuch powers and to do all such acts and things as may be exercised or done bythe Corporation; subject, nevertheless, to the provisions of the statutes ofDelaware, of this Certificate of Incorporation and of any Bylaws from time totime made by the stockholders; provided, however, that no Bylaws so made shallinvalidate any prior act of the Board of Directors which would have been validif such Bylaws had not been made.

 

**ARTICLE VIII**

** **

**MEETINGS OF STOCKHOLDERS**

 

                Thetime for holding meetings of stockholders for the election of a Board ofDirectors and for holding any special meetings of the stockholders shall be asprovided for by the Bylaws adopted by the Board of Directors.

 

**ARTICLE IX**

** **

**AMENDMENT**

 

                TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation in the manner now or hereafterprescribed by statute, and all rights conferred upon stockholders herein aregranted subject to this reservation.

 

**ARTICLE X**

** **

**INTERESTED DIRECTORS**

 

                Nocontract or transaction between a corporation and one or more of its directorsor officers, or between a corporation and any other corporation, partnership,association, or other organization in which one or more of its directors orofficers are directors or officers, or have a financial interest, shall be voidor voidable solely for this reason, or solely because the director or officeris present at or participates in the meeting of the board or committee thereofwhich authorizes the contract or transaction, or solely because his or hervotes are coupled for such purpose, if the material facts as to hisrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the board orcommittee in good faith authorizes the contract or transaction by theaffirmative vote of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum; or the contract or transactionis fair as to the corporation as of the time it is authorized, approved orratified, by the Board of Directors, a committee thereof, of the stockholders. 

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Common or interested directors may be countedin determining the presence of a quorum as a meeting of the Board of Directorsor of a committee which authorizes the contract or transaction.

 

**ARTICLE XI**

** **

**PRIVATE PROPERTY**

 

                Theprivate property of the stockholders shall not be subject to the payment ofcorporate debts to any extent whatsoever.

 

                ThisRestated Certificate of Incorporation of the Corporation is executed this 1stday of December, 1995 by the President and Secretary of the Corporationheretofore duly authorized, and supersedes the original Certificate ofIncorporation and all amendments therein, to and including the date hereof.

 

|   | /s/  ILLEGIBLE |
|--------|----------------|
|   | President      |
|   |           |
|   | /s/  ILLEGIBLE |
|   | Secretary      |

 

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