Exhibit 3.1





SECOND AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


OF


IMPAC MEDICAL SYSTEMS, INC.





The undersigned, Joseph K. Jachinowski and David A. Auerbach, hereby certify that:





1.    They are the duly elected and acting President and Secretary, respectively, of IMPAC Medical Systems, Inc., a Delaware corporation.





2.    The Certificate of Incorporation of this corporation was originally filed with the
Secretary of State of Delaware on May 29, 2002.





3.    A First Amended and Restated
Certificate of Incorporation of this corporation was filed with the Secretary of State of Delaware on November 13, 2002.





4.    The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:





ARTICLE I





The name of this corporation is IMPAC Medical
Systems, Inc. (the Corporation).





ARTICLE II





The address of the Corporations registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, Dover, Delaware, County of Kent, 19901. The name of its
registered agent at such address is LexisNexis Document Solutions Inc.





ARTICLE III





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





ARTICLE IV





(A)    The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred
Stock. The total number of shares which the Corporation is authorized to issue is sixty-five million (65,000,000) shares, each with a par value of $0.001 per share. Sixty million (60,000,000) shares shall be Common Stock and five million
(5,000,000) shares shall be Preferred Stock.





(B)    The Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate pursuant to the applicable law of the state of Delaware and within the limitations and restrictions stated in this Certificate of Incorporation,
to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares




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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 issuance 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 which they had prior to the adoption of the resolution originally fixing the number of shares of such series.





ARTICLE V





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.





ARTICLE VI





This Article VI shall become effective only when the Corporation qualifies for an exemption from Section 2115 of
the California Corporations Code (the Effective Time).





On or prior to the date on which the
Corporation first provides notice of an annual meeting of the stockholders following the Effective Time, the Board of Directors of the Corporation shall divide the directors into three classes, as nearly equal in number as reasonably possible,
designated Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders or any special meeting
in lieu thereof following the Effective Time, the terms of the Class 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 or any special meeting in lieu thereof
following the Effective Time, the terms of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders or any special meeting in lieu thereof following the
Effective Time, the terms of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders or special meeting in lieu thereof, directors elected to
succeed the directors of the class whose terms expire at such meeting shall be elected for a full term of three years.





Prior to the Effective Time, the provisions of the preceding paragraph shall not apply, and all directors shall be elected at each annual meeting of stockholders or any special meeting in lieu thereof to hold office until the next
annual meeting or special meeting in lieu thereof.





Notwithstanding the foregoing provisions of this Article VI,
each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. Stockholders may remove a director from office only for cause and only upon the affirmative vote of the holders of
at least 66-2/3% of the voting power of the then-outstanding stock. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.





Subject to the rights of any series of Preferred Stock then outstanding, any vacancies on the Board of Directors resulting from death, resignation, disqualification,
removal, newly created




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directorships or other causes shall be filled only by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which
the new directorship was created or the vacancy occurred and until such directors successor shall have been elected and qualified.





In addition to the requirements of law and any other provisions hereof (and notwithstanding the fact that approval by a lesser vote may be permitted by law or any other provision thereof), the affirmative vote of the holders
of at least 66-2/3% of the voting power of the then-outstanding stock shall be required to amend, alter, repeal or adopt any provision inconsistent with this Article VI.





ARTICLE VII





In the election of directors, each holder of shares
of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.





ARTICLE VIII





If at any time this Corporation
shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special
meeting of stockholders, upon due notice and in accordance with the provisions of the Bylaws of this Corporation, and may not be taken by written consent.





ARTICLE IX





The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Articles VI, X, XIII and XIV of this Certificate of Incorporation may not be repealed or amended in any respect without the affirmative vote of holders of at least 66-2/3% of the voting power of the
then-outstanding shares of the voting stock of the Corporation entitled to vote.





ARTICLE X





(A)    Except as otherwise provided in the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the
affirmative vote of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock of the Corporation entitled to vote. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal
Bylaws.





(B)    The directors of the Corporation need not be elected by written ballot unless
the Bylaws so provide.




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(C)    Advance notice of stockholder nominations for the
election of directors or of business to be brought by the stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.





ARTICLE XI





Meetings of stockholders may be
held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the bylaws of the Corporation.





ARTICLE XII





The Corporation shall have perpetual existence.





ARTICLE XIII





(A)    To the fullest extent
permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, 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 General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporations stockholders, further reductions in the liability of a corporations directors for breach of fiduciary duty,
then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.





(B)    Any repeal or modification of the foregoing provisions of this Article XIII shall not adversely affect any right or protection of a director of
the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.





ARTICLE XIV





(A)    To the fullest extent permitted by applicable law, the
Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware 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 of Delaware, subject only to limits created by
applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to a corporation, its stockholders, and others.





(B)    Any repeal or modification of any of the foregoing provisions of this Article XIV 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 repeal or modification.




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The foregoing Second Amended and Restated Certificate of Incorporation has been
duly adopted by this Corporations Board of Directors and stockholders in accordance with the applicable provisions of Section 228, 242 and 245 of the General Corporation Law of the State of Delaware.





Executed at Mountain View, California, on the 25th day of November, 2002.





/s/ Joseph K. JachinowskiJoseph K. Jachinowski, President





/s/ David A. AuerbachDavid A. Auerbach, Secretary







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