**Exhibit 3.1**

**RESTATED CERTIFICATE OF INCORPORATION OF**

**PETROALGAE INC.**

PetroAlgae Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State ofDelaware (the “DGCL”), does hereby certify: 

FIRST: The present name of the Corporation is PetroAlgae Inc. The Corporation wasoriginally incorporated under the name Voxel, Inc. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is September 11, 2007. 

SECOND: The Restated Certificate of Incorporation herein certified has been duly adopted by the Board of Directors of the Corporation in accordance withthe provisions of Section 245 of the DGCL. 

THIRD: This Restated Certificate of Incorporation only restates and integrates and doesnot further amend the provisions of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented and there is no discrepancy between the provisions therein and the provisions of this Restated Certificate ofIncorporation. 

FOURTH: The Certificate of Incorporation of the Corporation, as restated herein, shall at the effective time of thisRestated Certificate of Incorporation, read as follows: 

**RESTATED CERTIFICATE OF INCORPORATION OF**

**PETROALGAE INC.**

**ARTICLE I**

**NAME**

The name of the Corporationshall be PetroAlgae Inc. 

**ARTICLE II**

**PERIOD OF DURATION**

PetroAlgae Inc. (the “Corporation”) shall have perpetual existence.

**ARTICLE III**

**REGISTERED OFFICE AND AGENT**

The address of the registered office of the Corporation in the State of Delaware is 800Delaware Avenue, City of Wilmington, New Castle County 19801. The name of the Corporation’s registered agent at that address is Delaware Corporations LLC. Either the registered office or the registered agent may be changed in the mannerprovided by law. 

**ARTICLE IV**

**PURPOSE**

The purpose for which the Corporation is formed is to engage in and to transact any lawfulbusiness or businesses for which corporations may be incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), including without limitation any lawful business or businesses similar to that of a holdingcompany. 

**ARTICLE V**

**POWERS**

In furtherance of the foregoing purposes the Corporation shall have and may exercise all of the rights, powers andprivileges now or hereafter conferred upon corporations organized under the DGCL, as amended. In addition, it may do everything necessary, suitable or proper toward the accomplishment of any corporate purpose. 

 

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**ARTICLE VI**

**CAPITAL STOCK**

The total number of shares of stock which the Corporation shall have the authority toissue is 325,000,000, of which 300,000,000 shall be designated common stock, par value $.001 per share (“Common Stock”), and of which 25,000,000 shall be designated preferred stock, par value $.001 per share. 

Preferred Stock: The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences,limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with the DGCL, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of Incorporationdetermining the terms of such series, which amendment need not be approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares of preferred stock of the same series shall be identical.

No share shall be issued without consideration being exchanged, and it shall thereafter be non-assessable. 

The following is a description of each class of stock of the Corporation with the preferences, conversion and other rights, restrictions, voting powers,limitations as to distributions, qualifications, and terms and conditions of redemption of each class: 

FIRST: The Common Stock shall havevoting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote. 

SECOND:

**Section 1.** There shall be a series of the voting preferred stock of the Company which shall be designated as the “Series BPreferred Stock,” $0.001 par value, and the number of shares constituting such series shall be Ten Million (10,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that nodecrease shall reduce the number of shares of Series B Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion ofoutstanding securities issued by the Corporation. The holders of Series B Preferred Stock may be referred to herein as “Holders”. 

**Section 2. Dividends and Distributions**. Subject to the rights of the holders of any shares of any series of preferred stock of the Corporation ranking prior and superior to the Series B Preferred Stock with respect to dividends,the holders of shares of Series B Preferred Stock, in preference to the holders of shares of Common Stock of the Corporation and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of fundslegally available for the purpose, dividends at the annual rate of eight cents ($.08) per share all of which dividends must be paid prior to payment of any dividends on Common Stock. 

**Section 3. Voting Rights**. The holders of shares of Series B Preferred Stock shall have the following voting rights: 

(A) Each share of Series B Preferred Stock shall entitle the holder thereof to 10 votes on all matters submitted to a vote of the stockholders of theCorporation. 

 

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(B) Except as otherwise provided herein, in the Corporation’s Articles of Incorporation or by law,the holders of shares of Series B Preferred Stock, the holders of shares of Common Stock, and the holders of shares of any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submittedto a vote of stockholders of the Corporation. 

**Section 4. Conversion**. The holders of the Series B Preferred Stock shall haveconversion rights as follows (the “Conversion Rights”): 

(A) Right to Convert. Each share of Series B Preferred Stock shallbe convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the corporation or any transfer agent for such Series B Preferred Stock. Each share of Series B Preferred Stock shall beconvertible into ten (10) shares of Common Stock (the “Conversion Price”). In the event that the Corporation has not maintained sufficient common stock to allow for the conversion, at the time of a conversion election, the Corporationagrees to forthwith take necessary steps to amend its articles of incorporation to provide for sufficient authorized common stock to allow for conversion. 

(B) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise beentitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock. Before any holder of Series B Preferred Stock shall be entitled to convert the same into full shares of Common Stock, itshall surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that it elects toconvert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock a certificate or certificates, registered in such names as specified by the holder, for thenumber of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, and any accruedand unpaid dividends on the converted Series B Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred Stock to be converted, andthe person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. 

(C) Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend or otherwise) one ormore classes of its outstanding shares of common stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision shall be proportionately reduced, and if the Corporation at any time combines (by reversestock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. 

 

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(D) Reorganization, Reclassification, Consolidation, Merger or Sale. If any reorganization,reclassification, consolidation, merger or any sale of all or substantially all of the Corporation’s assets to another person (collectively an “Organic Change”) is effected in such a way that holders of shares of all classes of theCorporation’s common stock are entitled to receive (either directly or upon subsequent liquidation) securities or assets with respect to or in exchange for such common stock, then, as a condition to such Organic Change, lawful and adequateprovision (in form and substance satisfactory to the Holder) shall be made where the Holder shall thereafter have the right to acquire and receive in lieu of Shares immediately theretofore acquirable and receivable upon the conversion of this SeriesB Preferred Stock such securities or assets as may be issued or payable with respect to or in exchange for the number of Shares immediately theretofore acquirable and receivable upon exercise of this Series B Preferred Stock had such Organic Changenot taken place. In any such case, appropriate provision shall be made with respect to the Holder’s rights and interests to the end that the provisions of this Section 4 and Sections 5 and 6 shall thereafter be applicable in relation toany securities or assets thereafter deliverable upon the conversion of this Series B Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor corporation or purchasing corporation is other than theCorporation, an immediate adjustment of the conversion price to the value of the Shares reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of Shares acquirable and receivable uponconversion of this Series B Preferred Stock, if the value so reflected is less than the conversion price in effect immediately prior to such consolidation, merger or sale). The Corporation shall not effect any such consolidation, merger or saleunless prior to the consummation thereof the successor corporation (if other than the Corporation) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form reasonably satisfactory to theHolder) the obligation to deliver to the Holder such securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. 

(E) Notices. 

(1) Immediately upon any adjustment of the conversion price, the Corporation shall sendwritten notice thereof to the Holder. 

(2) The Corporation shall send written notice to the Holder at least fifteen (15) days prior tothe date on which the Corporation closes its books or takes a record (A) with respect to any dividend or distribution upon shares of any class of the Corporation’s common stock, (B) with respect to any pro rata subscription offer toholders of shares of any class of the Corporation’s common stock, or (C) for determining rights to vote with respect to any Organic Change, dissolution or liquidation. 

(3) The Corporation shall also give at least fifteen (15) days prior written notice of the date on which any Organic Change, dissolution orliquidation shall take place. 

**Section 5. Reacquired Shares**. Any shares of Series B Preferred Stock purchased or otherwiseacquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall cause all such shares upon their cancellation to be authorized but unissued shares of Preferred Stockwhich may be reissued as part of a new series of Preferred Stock, subject to the conditions and restrictions on issuance set forth herein. 

 

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**Section 6. Ranking**. The Series B Preferred Stock shall rank junior to all other series of theCorporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. 

**Section 7. Fractional Shares**. Series B Preferred Stock may be issued in fractions which are integral multiples of one one-hundredth of a share. Fractions of shares of Series B Preferred Stock may, at theelection of the Corporation, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Corporation and a depositary selected by the Corporation. The holders of such depositary receipts shall have all the rights,privileges and preferences to which they are entitled as beneficial owners of the Series B Preferred Stock represented by such depositary receipts. 

**Section 8. Liquidation Preference**. In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or not, the holders of Series B Preferred Stock shall be entitled to receive, before any amountshall be paid to holders of Common Stock, an amount per share equal to $1.00 as adjusted for stock splits, combinations, or similar events. If, upon the occurrence of a liquidation, dissolution, or winding up, the assets and surplus fundsdistributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and surplus funds of the corporation legally available for distribution shall bedistributed ratably among the holders of Series B Preferred Stock based on the number of shares held and the liquidation preference of $1.00 (as adjusted). If, upon the occurrence of a liquidation, dissolution, or winding up, after the payment tothe holders of Series B Preferred Stock of the preferential amount, assets or surplus funds remain in the Corporation, the holders of Series B Preferred Stock and Common Stock shall be entitled to receive all such remaining assets and surplus fundsratably on a per share owned basis. 

**ARTICLE VII**

**QUORUM PROTECTIVE PROVISIONS**

The presence in person or by proxy of the holders of record of amajority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the DGCL, by this Certificate ofIncorporation or by the Corporation’s Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders presentor represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting hadbeen held as originally called. 

 

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**ARTICLE VIII**

**PREEMPTIVE RIGHTS**

A shareholder of the Corporation shall not be entitled to a preemptive orpreferential right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the Corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or anyshares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares. 

**ARTICLE IX**

**CUMULATIVE VOTING RIGHTS**

The shareholders shall not be entitled to cumulative voting rights. 

**ARTICLE X**

**BOARD OF DIRECTORS**

The Board of Directors shall consist of not less than one (1) and not more than nine (9) directors. Within the foregoing limits, the number ofdirectors from time to time comprising the entire Board of Directors shall be fixed by or in the manner provided in the Bylaws. 

(A) TheBoard of Directors shall have the power to authorize the issuance from time to time of shares of stock of any class, whether now or hereafter authorized, or securities convertible into or exercisable for shares of its stock of any class or classes,including options, warrants or rights, whether now or hereafter authorized. 

(B) The Board of Directors shall have the power, if authorizedby the Bylaws, to designate by resolution or resolutions adopted by a majority of the Board of Directors, one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in saidresolutions or in the Bylaws of the Corporation and permitted by the DGCL, shall have and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power toauthorize the seal of the Corporation to be affixed to all instruments and documents which may require it. 

(C) If the Bylaws so provide,the Board of Directors shall have the power to hold its meetings, to have an office or offices and, subject to the provisions of DGCL, to keep the books of the Corporation, outside of the State of Delaware at such place or places as may from time totime be designated by it. 

(D) The Board of Directors shall have the power to borrow or raise money, from time to time and without limit,and upon any terms, for any corporate purposes; and, 

 

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subject to the DGCL, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidences of indebtedness for moneys so borrowed,to include therein necessary provisions such as redemption, conversion or otherwise, as the Board of Directors, in its sole discretion, may determine and to secure the payment of principal, interest or sinking fund in respect thereof by mortgageupon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets and goodwill of the Corporation then owned or thereafter acquired. 

(E) The Board of Directors shall have the power to adopt, amend and repeal the Bylaws of the Corporation. 

The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted byreference to or inference from the terms of any other clause of this or any other article of this Certificate of Incorporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Boardof Directors under the laws of the State of Delaware now or hereafter in force. 

**ARTICLE XI**

**INDEMNIFICATION**

The Corporation may:

(A) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit,or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or isor was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, andamounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation and, with respectto any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or equivalent shall not of itself create apresumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct wasunlawful. 

(B) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completedaction or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as adirector, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit if he acted in 

 

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good faith and in a manner he reasonably believed to be in the best interests of the Corporation; but no indemnification shall be made in respect of anyclaim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was broughtdetermines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper. 

(C) Indemnify a director, officer, employee, fiduciary or agent of a corporation to the extent he has been successful on the merits in defense of anyaction, suit, or proceeding referred to in (A) or (B) of this Article XI or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Any indemnification under (A) or (B) of this Article XI (unless ordered by a court) and as distinguished from (C) of thisArticle shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicablestandard of conduct set forth in (A) or (B) above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such aquorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. 

Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of thefinal disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnifiedby the Corporation as authorized in this Article XI. 

The indemnification provided by this Article XI shall not be deemed exclusive of anyother rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacityand as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such aperson. 

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciaryor agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability assertedagainst him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under provisions of this Article XI. 

 

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**ARTICLE XII**

**TRANSACTIONS WITH INTERESTED PARTIES**

No contract or other transaction between the Corporation andone (1) or more of its directors or any other Corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of suchrelationship or interest, or solely because such directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are countedfor such purpose if: 

(A) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee thatauthorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; 

(B) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify suchcontract or transaction by vote or written consent; or 

(C) The contract or transaction is fair and reasonable to the Corporation.

Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of theBoard of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. 

**ARTICLE XIII**

**VOTING OF SHAREHOLDERS**

Except as may be otherwise required by law, if a quorum is present, the affirmative vote of a majority of the outstanding shares represented at the meeting and entitled to vote thereon, or of any class or series, shall be the act of theshareholders on all matters except the election of directors. Directors shall be elected by plurality vote. 

**ARTICLE XIV**

**LIABILITY OF DIRECTORS**

To the maximum extent permitted by law, no director of the Corporation shall be personally liable for money damages to the Corporation or any of its stockholders for breach of fiduciary duty as a director. 

 

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In witness whereof, I have executed this Certificate of Incorporation on this 30th day of March, 2009.

 
**PetroAlgae Inc.**By: 
/s/ David Szostak
 
David Szostak

President

 

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