AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(originally incorporated on August 18, 2000 under the name Intelligent Data Engines, Inc.)
FIRST: The name of the Corporation is Netezza Corporation.
SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.
THIRD: 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 the
State of Delaware.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is
505,000,000 shares, consisting of
(i) 500,000,000 shares of Common Stock, $.001 par value per share ("Common Stock"), and (ii) 5,000,000
shares of Preferred Stock, $.001 par value per share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
A COMMON STOCK.
1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and
qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of
Directors upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such
holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as
otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this
Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporat