CERTIFICATE OF
ELIMINATION
OF THE
SERIES A PARTICIPATING PREFERRED
STOCK
OF
PAPA JOHN’S INTERNATIONAL,
INC.
Pursuant to Section 151(g) of
the
General Corporation Law of the State
of Delaware
Papa
John’s International Inc., a corporation organized and
existing under the laws of the State of Delaware (the
“Corporation”), in accordance with the provisions of
Section 151(g) of the Delaware General Corporation Law (the
“DGCL”), hereby certifies as follows:
FIRST:
Pursuant to Section 151 of the DGCL and authority
granted in the Amended and Restated Certificate of Incorporation of
the Corporation (the “Certificate of Incorporation”),
the Board of Directors of the Corporation previously designated
100,000 shares of preferred stock as Series A Participating
Preferred Stock, par value $0.01 per share (the
“Series A Preferred Stock”), and established the
powers, preferences and r