EXHIBIT 3.1








SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


OF


SELECTICA, INC.


a Delaware corporation





(Pursuant to Sections 228, 242 and 245


of the Delaware General Corporation Law)




Selectica, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”)




DOES HEREBY CERTIFY:




FIRST:  That the Corporation was originally incorporated on November 15, 1999, pursuant to the General Corporation Law.




SECOND:  That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of the Corporation, declaring said amendment and restatement to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:




“RESOLVED, that the Certificate of Incorporation of the Corporation be amended and restated in its entirety as follows:




ARTICLE I




The name of the corporation is Selectica, Inc. (the “Corporation”).




ARTICLE II




The address of the registered office of the Corporation in the State of Delaware is 15 East North Street, in the City of Dover, County of Kent.  The name of its registered agent at such address is Incorporating Services, Ltd.




ARTICLE III




The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.




ARTICLE IV




The Corporation is authorized to issue two classes of stock to be designated common stock (“Common Stock”) and preferred stock (“Preferred Stock”).  The number of shares of Common Stock authorized to be issued is one hundred and fifty million (150,000,000), par value $0.0001 per share, and the number of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.0001 per share.




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The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval.  The Board of Directors is hereby authorized, in the resolution or resolutions adopted by the Board of Directors providing for the issue of any wholly unissued series of Preferred Stock, within the limitations and restrictions stated in this Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”), to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them, and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding.  In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.




ARTICLE V




Except as otherwise provided in this Restated Certificate, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.




ARTICLE VI




The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors.




The Board of Directors shall be and is divided into three classes, Class I, Class II and Class III.  Such classes shall be as nearly equal in number of directors as possible.  Each director shall serve for a term ending on the third annual meeting following the annual meeting at which such director was elected; provided, however, that the directors first elected to Class I shall serve for a term ending on the annual meeting of stockholders for fiscal year 2000, the directors first elected to Class II shall serve for a term ending on the annual meeting of stockholders for fiscal year 2001, and the directors first elected to Class III shall serve for a term ending on the annual meeting of stockholders for fiscal year 2002.  The foregoing notwithstanding, each director shall serve until his successor shall have been duly elected and qualified, unless he shall resign, become disqualified, disabled or shall otherwise be removed.




At each annual election, directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless by reason of any intervening changes in the authorized number of directors, the Board shall designate one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes.




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Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, in the event of any change in the authorized number of directors each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal.  If any newly created directorship may, consistently with the rule that the three classes shall be as nearly equal in number of directors as possible, be allocated to either class, the Board shall allocate it to that of the available class whose term of office is due to expire at the earliest date following such allocation.




ARTICLE VII




Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.




ARTICLE VIII




Except as otherwise provided in this Amended and Restated Certificate, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and no action required to be taken or that may be taken at any annual or special meeting of the stockholders of the Corporation may be taken by written consent.




ARTICLE IX




A director of the Corporation shall, to the fullest extent permitted by the General Corporation Law as it now exists or as it may hereafter be amended, 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 that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.  If the General Corporation Law is amended, after approval by the stockholders of this Article, 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 General Corporation Law, as so amended.




Any amendment, repeal or modification of this Article IX, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article IX, by the stockholders of the Corporation shall not apply to or adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption.




ARTICLE X




In addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Second Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal any provision of this Second Amended and Restated Certificate of Incorporation.




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ARTICLE XI




To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders, and others.




Any amendment, repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.




* * * *


THIRD:                      The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law.




FOURTH:                  That said amendment and restatement was duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law.




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IN WITNESS WHEREOF, the undersigned has signed this Certificate this 14th day of March, 2000.




/s/ Rajen Jaswa


Rajen Jaswa


President and Chief Executive Officer




/s/ Stephen Bennion


Stephen Bennion


Secretary






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CERTIFICATE OF AMENDMENT
 OF
 CERTIFICATE OF INCORPORATION
 OF
 SELECTICA, INC.
  SELECTICA, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
  FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") is hereby amended as follows:
  The first paragraph of Article IV of the Charter is hereby deleted in its entirety and replaced with the following:
  "The Corporation is authorized to issue two classes of stock to be designated common stock ("Common Stock") and preferred stock ("Preferred Stock").  The number of shares of Common Stock authorized to be issued is one hundred and fifty million (150,000,000), par value $0.0001 per share, and the number of shares of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.0001 per share.  Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law (the "Effective Time"), the shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the "Old Common Stock") shall be reclassified into a different number of shares of Common Stock (the "New Common Stock") such that each two to twenty shares of Old Common Stock shall, at the Effective Time, be automatically reclassified into one share of New Common Stock, the exact ratio within the foregoing range to be determined by the Board of Directors prior to the Effective Time and publicly announced by the Corporation.  From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment.  There shall be no fractional shares issued with respect to the New Common Stock.  In lieu thereof, the Corporation shall pay to each holder of any such fraction an amount equal to the fair value thereof, as determined in good faith by the Board of Directors."
  SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
  IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer as of the 9th day of February, 2010, set forth below.
  SELECTICA, INC.
  /s/ Jason Stern
 Name: Jason Stern
 Title: President
  6
 CERTIFICATE OF AMENDMENT
 OF
 CERTIFICATE OF INCORPORATION
 OF
 SELECTICA, INC.
  SELECTICA, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
  FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") is hereby amended as follows:
  The first, second, third and fourth paragraphs of Article VI of the Second Amended and Restated Certificate of Incorporation are hereby deleted in their entirety and shall be replaced with the following four paragraphs, respectively:
  “The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
  Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any other series or class of stock as set forth in or pursuant to this Second Amended and Restated Certificate of Incorporation to elect additional directors under specified circumstances, at each annual meeting of stockholders of the Corporation commencing at the annual meeting of stockholders scheduled to be held in 2010, all directors shall be elected for a one-year term expiring at the next succeeding annual meeting of stockholders by such stockholders having the right to vote on such election. The term of each director serving as of and immediately following the date of the 2009 annual meeting of stockholders shall expire at the annual meeting of stockholders scheduled to be held in 2010, notwithstanding that such director may have been elected for a term that extended beyond the date of such annual meeting. Each director shall serve until the director’s term expires in accordance with the foregoing provisions or until the director’s prior death, resignation, disqualification or removal from office; provided that each director shall serve notwithstanding the expiration of the director’s term until the director’s successor shall be duly elected and qualified.”
  SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
  IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer as of the 28th day of June, 2010, set forth below.
  SELECTICA, INC.
  /s/ Jason Stern
 Name: Jason Stern
 Title: President