RESTATED CERTIFICATE OF INCORPORATION
Timothy A. Dreisbach and Dale W. Marquart hereby certify that:
ONE: The original name of this corporation is Metricom (Delaware), Inc., and the date of filing the original
Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware is October
TWO: They are the duly elected and acting President and Secretary, respectively, of Metricom, Inc., a Delaware
THREE: The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows:
The name of the corporation is METRICOM, INC. (the "Corporation" or the "Company").
The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of
Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of
Delaware at such address is The Prentice-Hall Corporation System, Inc.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.
A. This 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 two hundred
thirty million (230,000,000) shares, one hundred fifty million (150,000,000) shares of which shall be Common
Stock (the "Common Stock") and eighty million (80,000,000) shares of which shall be Preferred Stock (the
"Preferred Stock"). The Preferred Stock shall have a par value of one tenth of one cent ($0.001) per share and
the Common Stock shall have a par value of one tenth of one cent ($0.001) per share.
B. The number of authorized shares of Common Stock may be increased or decreased (but not below the
number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the