AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
(Incorporated April 26, 1988)
* * * * * *
I, Dr. Santanu Das, President of TranSwitch Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware, do hereby certify that the
Certificate of Incorporation of TranSwitch Corporation, as amended, has been further amended, and restated as
amended, in accordance with provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware, and, as amended and restated, is set forth in its entirety as follows:
FIRST. The name of the Corporation is TranSwitch Corporation.
SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, Wilmington, County of New Castle, Delaware 19801. 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 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 capital stock which the Corporation shall have authority to
issue is 26,000,000 shares, consisting of 25,000,000 shares of Common Stock with a par value of $.001 per
share (the "Common Stock") and 1,000,000 shares of Preferred Stock with a par value of $.01 per share (the
A description of the respective classes of stock and a statement of the designations, powers, preferences and
rights, and the qualifications, limitations and restrictions of the Preferred Stock and Common Stock are as
A. COMMON STOCK
1. General. All shares of Common Stock will be identical and will entitle the holders thereof to the same rights,
powers and privileges. The rights, powers and privileges of the holders of the Common Stock are subject to and
qualified by the ri