**Exhibit 3.1**

**MAVENIR SYSTEMS, INC.**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

Mavenir Systems, Inc. (the “***Corporation***”), a corporation organized and existing under and by virtue of the provisionsof the General Corporation Law of the State of Delaware (the “***DGCL***”), does hereby certify: 

**FIRST:**That theCorporation was originally incorporated pursuant to the DGCL on March 30, 2006 under the name Mavenir Systems, Inc. 

**SECOND:**The Amended and Restated Certificate of Incorporation of the Corporation in the form attached hereto as **Exhibit A** (the “***Certificate of Incorporation***”) has been duly adopted in accordance with theprovisions of Sections 228, 245 and 242 of the DGCL by the directors and stockholders of the Corporation. 

**THIRD:**TheCertificate of Incorporation restates, integrates and amends the provisions of the Certificate of Incorporation of the Corporation, as previously amended. 

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

**IN WITNESS WHEREOF**, Mavenir Systems, Inc. has caused this Amended and Restated Certificateto be signed by its President and Chief Executive Officer as of November 13, 2013. 

 

**EXHIBIT A**

 

 

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**MAVENIR SYSTEMS, INC.**

 

 

**ARTICLE I.**

The name ofthis corporation is Mavenir Systems, Inc. (the “***Corporation***”). 

**ARTICLE II.**

The name and address of the registered agent for service of process of the Corporation in the State of Delaware is The Corporation TrustCompany, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 

**ARTICLE III.**

******The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under theDelaware General Corporation Law (the “***DGCL***”).******

**ARTICLE IV.**

A. ***Authorized Capital Stock***. The Corporation is authorized to issue two classes of stock to be designated “***CommonStock***” and “***Preferred Stock***.” The total number of shares which the Corporation is authorized to issue is three hundred twenty million (320,000,000) shares. Three hundred million (300,000,000) sharesshall be Common Stock, $0.001 par value per share. Twenty million (20,000,000) shares shall be Preferred Stock $0.001 par value per share. 

B. ***Preferred Stock***. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is herebyexpressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, if any, and such designation,preferences, and relative, participating, optional, or other 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 theissuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the numberof shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption ofthe resolution originally fixing the number of shares of such series. 

C. ***Common Stock***. The Common Stock shall have the rights, powers, qualifications andlimitations, as set forth below: 

1. Subject to the preferences applicable to any series of Preferred Stock outstanding at any time, theholders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets orfunds of the Corporation legally available therefor. 

2. Upon the dissolution, liquidation or winding up of the Corporation, subject to therights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to thenumber of shares held by them. 

3. Except as required by law, each holder of Common Stock shall be entitled, with respect to each share ofCommon Stock held by such holder on the applicable record date, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock, including, without limitation, in connection with the election of directors to theBoard of Directors (it being understood that in respect of the election of directors, no stockholder shall be entitled to cumulate votes on behalf of any candidate), whether voting separately as a class or otherwise. Notwithstanding the foregoing,and except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) thatrelates solely to the terms of one or more then-outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series ofPreferred Stock, to vote thereon pursuant to the Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the DGCL. 

**ARTICLE V.**

For themanagement of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case maybe, it is further provided that: 

A. ***Board of Directors: Powers; Classification; Removal; Vacancies***.******

1. The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors. In addition tothe powers and authority expressly conferred upon them by law or by the Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercisedor done by the Corporation. Subject to the rights of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, the number of directors which shall constitute the whole Board of Directors shall befixed exclusively by one or more resolutions adopted from time to time by a majority of the authorized number of directors constituting the Board of Directors. 

 
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2. Subject to the rights of the holders of any series of Preferred Stock to elect additionaldirectors under specified circumstances, the directors shall be divided into three classes, designated as Class I, Class II and Class III, as nearly equal in number as possible. The Board of Directors is authorized to assign membersof the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following the initial classification of the Board of Directors, the term of office of theClass I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following such initial classification, the term of office of the Class II directorsshall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following such initial classification, the term of office of the Class III directors shall expire andClass III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at suchannual meeting. 

Notwithstanding the foregoing provisions of this Article V.A.2, each director shall serve until his or hersuccessor is duly elected and qualified or until his or her death, resignation or removal. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships will be apportioned among the classes so as tomake the classes as nearly equal in number as possible; *provided, however*, that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

3. Subject to the rights of any series of Preferred Stock to elect additional directors under specified circumstances, neither the Board ofDirectors nor any individual director may be removed without cause. Subject to any limitation imposed by law, any individual director or directors may be removed with cause by the affirmative vote of the holders of at least sixty-six and two-thirdspercent (66-2/3%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “***Voting Stock***”). 

4. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death,resignation, disqualification, removal or any other causes and any newly created directorships resulting from any increase in the number of directors, shall, except as otherwise provided by law, be filled only by the affirmative vote of a majorityof the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled bythe stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall havebeen elected and qualified. 

B. ***Certain Stockholder Actions***.******

1. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter or repealthe Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the 

 
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Board of Directors at which a quorum is present. Notwithstanding the foregoing, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stockrequired by law, the Bylaws of the Corporation may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all thethen-outstanding shares of the Voting Stock. 

2. The directors of the Corporation need not be elected by written ballot unless the Bylawsso provide. 

3. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any action required or permitted tobe taken by the stockholders of the Corporation must be at an annual or special meeting of the stockholders of the Corporation duly called in accordance with the Bylaws of the Corporation, and the taking of any action by written consent orelectronic transmission of the stockholders is specifically denied. 

4. Subject to the rights of the holders of any series of PreferredStock then outstanding, advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in theBylaws of the Corporation. 

C. ***Exclusive Forum for Certain Actions***. Unless the Corporation consents in writing to theselection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim ofbreach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL; or(iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to haveconsented to the provisions of this Article V.C. 

**ARTICLE VI.**

A. ***Limitation of Director’s Liability***. To the maximum extent permitted by the DGCL or any other law of the State ofDelaware, as the same exists or as may hereafter be amended, 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. If the DGCL or anyother law of the State of Delaware is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of theCorporation shall be eliminated or limited to the fullest extent permitted by the DGCL or such other law of the State of Delaware as so amended. 

B. ***Indemnification of Directors and Officers***. To the maximum extent permitted by applicable law, the Corporation is authorizedto provide indemnification of, and advancement of expenses to any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that the person, theperson’s testator or intestate, is or was a director, officer, employee or agent of the Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor tothe Corporation. 

 
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C. ***Repeal or Modification***. Any repeal or modification of this Article VI, byamendment of such section or by operation of law, shall not adversely affect any right or protection of a director, officer, employee or other agent of the Corporation existing at the time of, or increase the liability of any such person withrespect to any acts or omissions in their capacity as a director, officer, employee, or other agent of the Corporation occurring prior to, such repeal or modification. 

**ARTICLE VII.**

TheCorporation reserves the right to amend, alter, change, or repeal any provision contained in the Certificate of Incorporation or any Certificate of Designation in the manner prescribed herein and by the laws of the State of Delaware and all rightsconferred upon stockholders are granted subject to this reservation; *provided, however*, that notwithstanding any other provisions of the Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or novote, but in addition to any affirmative vote of the holders of any particular class or series of the Corporation required by law, the Certificate of Incorporation or any Certificate of Designation, the affirmative vote of the holders of at leastsixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal any or all of Section B of Article IV,Article V, Article VI or this Article VII. 

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