AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF REDBACK NETWORKS INC.,
A DELAWARE CORPORATION
The undersigned, Dennis L. Barsema, hereby certifies that:
ONE: He is the duly elected and acting President of said
TWO: The name of the corporation is Redback Networks Inc. and
that the corporation was originally incorporated on August 30, 1996 pursuant to
the General Corporation Law of the State of Delaware.
THREE: Pursuant to Section 242 and Section 245 of the General
Corporation Law of the State of Delaware, Redback Networks Inc. has adopted this
Amended and Restated Certificate of Incorporation, restating, integrating and
further amending its Amended and Restated Certificate of Incorporation dated on
or about September 11, 1998, as amended on March 24, 1999, which Amended and
Restated Certificate of Incorporation has been duly proposed by the directors
and adopted by the stockholders of this corporation (by written consent pursuant
to Section 228 of said General Corporate Law) in accordance with the provisions
of said Section 242 and Section 245.
FOUR: The Amended and Restated Certificate of Incorporation of
said corporation shall be amended and restated to read in full as follows:
The name of this corporation is Redback Networks Inc.
The address of the registered office of this corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, 19801, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
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 Delaware.
This corporation is authorized to issue two classes of stock to
be designated, respectively, 'Common Stock' and 'Preferred Stock.' The total
number of shares that this corporation is authorized to issue is two hundred and
ten million (210,000,000) shares. Two
hundred million (200,000,000) shares shall be Common Stock, par value $.0001 per
share, and ten million (10,000,000) shares shall be Preferred Stock, par value
$.0001 per share.
The Preferred Stock may be issued from time to time in one or
more series, without further stockholder approval. The Board of Directors is
hereby authorized, in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of any wholly unissued series of Preferred
Stock, within the limitations and restrictions stated in this Amended and
Restated Certificate of Incorporation (the 'Restated Certificate'), to fix or
alter the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
Except as otherwise provided in this Restated Certificate, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the Bylaws of this corporation.
The number of directors of this corporation shall be fixed from
time to time by a bylaw or amendment thereof duly adopted by the Board of
Directors or by the stockholders.
Elections of directors need not be by written ballot unless the
Bylaws of this corporation shall so provide.
Except as otherwise provided in this Restated Certificate, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at an annual or special meeting of the stockholders of the
Corporation, and no action required to be taken or that may be taken at any
annual or special meeting of the stockholders of the Corporation may be taken by
A director of this corporation shall, to the full extent
permitted by the Delaware General Corporation Law as it now exists or as it may
hereafter be amended, not be liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Neither any amendment nor repeal of this Article IX, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article IX, shall eliminate or reduce the effect of this
Article IX in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
This corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
To the fullest extent permitted by applicable law, the
Corporation is authorized to provide indemnification of (and advancement of
expenses to) agents of the Corporation (and any other persons to which General
Corporation Law permits the Corporation to provide indemnification) through
bylaw provisions, agreements with such agents or other persons, vote of
stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
General Corporation Law, subject only to limits created by applicable General
Corporation Law (statutory or non-statutory), with respect to actions for breach
of duty to the Corporation, its stockholders, and others.
Any amendment, repeal or modification of the foregoing
provisions of this Article XI shall not adversely affect any right or protection
of a director, officer, agent, or other person existing at the time of, or
increase the liability of any director of the Corporation with respect to, any
acts or omissions of such director, officer or agent occurring prior to such
amendment, repeal or modification.
* * *
FIVE: That thereafter said amendment and restatement was duly
adopted in accordance with the provisions of Section 242 and Section 245 of the
General Corporation Law by obtaining the vote of the holders of the majority of
the outstanding stock of the corporation in favor of said amendment and
restatement in the manner set forth in Section 228 of the General Corporation
IN WITNESS WHEREOF, the undersigned has executed this
certificate on March 8, 2000.
/s/ Dennis L. Barsema
Dennis L. Barsema, President