**Exhibit 3.1**

 

**FOURTH AMENDED AND RESTATED**

 

**CERTIFICATE OF INCORPORATION**

 

**OF**

 

**PRIMORIS SERVICES CORPORATION.**

 

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**Pursuant to Sections 242 and 245of the**

**Delaware General Corporation Law**

 

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PrimorisServices Corporation, a corporation existing under the laws of the State ofDelaware (the “Corporation”), by its Secretary, hereby certifies as follows:

 

1. TheCorporation’s Certificate of Incorporation was filed in the office of theSecretary of State of the State of Delaware on April 24, 2006 under thename “Rhapsody Acquisition Corp.”

 

2.This Fourth Amended and Restated Certificate of Incorporation restates,integrates and amends the Third Amended and Restated Certificate ofIncorporation of the Corporation.

 

3.This Fourth Amended and Restated Certificate of Incorporation was duly adoptedby the vote of the holders of a majority of the outstanding shares of commonstock of the Corporation in accordance with Section 245 and otherapplicable provisions of the General Corporation Law of the State of Delaware (“GCL”).

 

4. Thetext of the Certificate of Incorporation of the Corporation, as heretoforeamended and restated,  is hereby amendedand restated to read in full as follows:

 

FIRST:The name of the corporation is Primoris Services Corporation (hereinafter sometimesreferred to as the “Corporation”).

 

SECOND:The registered office of the Corporation is located at 615 S. DuPont Hwy., KentCounty, Dover, Delaware. The name of its registered agent at that address isNational Corporate Research, Ltd.

 

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

 

FOURTH:The total number of shares of all classes of capital stock which theCorporation shall have authority to issue is 91,000,000 of which 90,000,000shares shall be Common Stock of the par value of $.0001 per share and 1,000,000shares shall be Preferred Stock of the par value of $.0001 per share.

 

A. PreferredStock. The Board of Directors is expressly granted authority to issue sharesof the Preferred Stock, in one or more series, and to fix for each such seriessuch voting powers, full or limited, and such designations, preferences andrelative, participating, optional or other special rights and suchqualifications, limitations or restrictions thereof as shall be stated andexpressed in the resolution or resolutions adopted by the Board of Directorsproviding for the issue of such series (a “Preferred Stock Designation”) and asmay be permitted by the GCL. The number of authorized shares of PreferredStock, or any class or series thereof, may be increased or decreased (but notbelow the number of shares thereof then outstanding) by the affirmative vote ofthe holders of a majority of the voting power of all of the then outstanding sharesof the capital stock of the Corporation entitled to vote generally in theelection of directors, voting together as a single class, without a separatevote of the holders of the Preferred Stock, or any class or series thereof,unless a vote of any holders of Preferred Stock, or class or series thereof, isrequired pursuant to any Preferred Stock Designation.

 

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

 

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FIFTH:  The Corporation’s existence shall beperpetual.

 

SIXTH:The Board of Directors shall be divided into three classes: Class A, Class Band Class C. The number of directors in each class shall be as nearlyequal as possible. The directors in Class A shall be elected for a termexpiring at the Annual Meeting of Stockholders to be held in 2009. Thedirectors in Class B shall be elected for a term expiring at the AnnualMeeting of Stockholders to be held in 2010. The directors in Class C shallbe elected for a term expiring at the Annual Meeting of Stockholders to be heldin 2011. Commencing at the 2009 Annual Meeting of Stockholders, and at eachannual meeting thereafter, directors elected to succeed those directors whoseterms expire shall be elected for a term of office to expire at the thirdsucceeding annual meeting of stockholders after their election. Except as theGCL may otherwise require, in the interim between annual meetings ofstockholders or special meetings of stockholders called for the election ofdirectors and/or the removal of one or more directors and the filling of anyvacancy in that connection, newly created directorships and any vacancies inthe Board of Directors, including unfilled vacancies resulting from the removalof directors for cause, may be filled by the vote of a majority of theremaining directors then in office, although less than a quorum (as defined inthe Corporation’s Bylaws), or by the sole remaining director. All directorsshall hold office until the expiration of their respective terms of office anduntil their successors shall have been elected and qualified. A directorelected to fill a vacancy resulting from the death, resignation or removal of adirector shall serve for the remainder of the full term of the director whosedeath, resignation or removal shall have created such vacancy and until hissuccessor shall have been elected and qualified.

 

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

 

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

 

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

 

C. Thedirectors in their discretion may submit any contract or act for approval orratification at any annual meeting of the stockholders or at any meeting of thestockholders 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 ofthe holders of a majority of the stock of the Corporation which is representedin person or by proxy at such meeting and entitled to vote thereat (providedthat a lawful quorum of stockholders be there represented in person or byproxy) shall be as valid and binding upon the Corporation and upon all thestockholders as though it had been approved or ratified by every stockholder ofthe Corporation, whether or not the contract or act would otherwise be open tolegal attack because of directors’ interests, or for any other reason.

 

D. Inaddition to the powers and authorities hereinbefore or by statute expresslyconferred upon them, the directors are hereby empowered to exercise all suchpowers and do all such acts and things as may be exercised or done by theCorporation; subject, nevertheless, to the provisions of the statutes ofDelaware, of this Certificate of Incorporation, and to any by-laws from time totime made by the stockholders; provided, however, that no by-law so made shallinvalidate any prior act of the directors which would have been valid if suchby-law had not been made.

 

EIGHTH:  A. A director of the Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, except for liability (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174of the GCL, or (iv) for any transaction from which the director derived animproper personal benefit. If the GCL is amended to authorize corporate actionfurther eliminating or limiting the personal liability of directors, then theliability of a director of the Corporation shall be eliminated or limited tothe fullest extent permitted by the GCL, as so amended. Any repeal ormodification of this paragraph A by the stockholders of the Corporation shallnot adversely affect any right or protection of a director of the Corporationwith respect to events occurring prior to the time of such repeal ormodification.

 

B. TheCorporation, to the full extent permitted by Section 145 of the GCL, asamended from time to time, shall indemnify all persons whom it may indemnifypursuant thereto. Expenses (including attorneys’ fees) incurred by an officeror director in defending any civil, criminal, administrative, or investigativeaction, suit or proceeding for which such officer or director may be entitledto indemnification hereunder shall be paid by the Corporation in 

 

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advance of the finaldisposition of such action, suit or proceeding upon receipt of an undertakingby or on behalf of such director or officer to repay such amount if it shallultimately be determined that such officer or director is not entitled to beindemnified by the Corporation as authorized hereby.

 

NINTH:Whenever a compromise or arrangement is proposed between this Corporation andits creditors or any class of them and/or between this Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of thisCorporation or of any creditor or stockholder thereof or on the application ofany receiver or receivers appointed for this Corporation under Section 291of Title 8 of the Delaware Code or on the application of trustees indissolution or of any receiver or receivers appointed for this Corporationunder Section 279 of Title 8 of the Delaware Code order a meeting of thecreditors or class of creditors, and/or of the stockholders or class ofstockholders of this Corporation, as the case may be, to be summoned in suchmanner as the said court directs. If a majority in number representing threefourths in value of the creditors or class of creditors, and/or of thestockholders or class of stockholders of this Corporation, as the case may be,agree to any compromise or arrangement and to any reorganization of thisCorporation as a consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application has been made, be binding on all thecreditors or class of creditors, and/or on all the stockholders or class ofstockholders, of this Corporation, as the case may be, and also on thisCorporation.

 

INWITNESS WHEREOF, the Corporation has caused this Fourth Amended and RestatedCertificate of Incorporation to be signed by John M. Perisich, its Secretary,as of the 21st day of May 2009.

 
|   | /s/ John M.  Perisich        |
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|   | John M.  Perisich, Secretary |

 

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