SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
COSINE COMMUNICATIONS, INC.
CoSine Communications, Inc., a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:
A. The name of the corporation is CoSine Communications, Inc. The corporation was originally incorporated
under the same name and the original Certificate of Incorporation of the corporation was filed with the Secretary
of State of the State of Delaware on May 16, 2000.
B. This Second Amended and Restated Certificate of Incorporation restates and integrates and further amends
the provisions of the corporation's Certificate of Incorporation as heretofore amended. The amendments and
restatement herein set forth have been duly approved by the corporation's Board of Directors and stockholders
in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, with the
approval of the corporation's stockholders having been given by written consent in accordance with Section 228
of the General Corporation Law of the State of Delaware.
C. The Certificate of Incorporation is hereby restated and further amended to read in its entirety as follows:
The name of the corporation is CoSine Communications, Inc. (the "Corporation").
The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is the
Corporation Service Company.
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is
303,000,000, of which (i) 300,000,000 shares, par value $0.0001 per share, are to be of a class d