AMENDED AND RESTATED
                        CERTIFICATE OF INCORPORATION OF
                                CACHEFLOW INC.,
                             a Delaware corporation
 
          The undersigned, Brian NeSmith and Michael Johnson, hereby certify
that:
 
          ONE:  They are the duly elected and acting President and Secretary,
respectively, of said corporation.
 
          TWO:  The name of this corporation is CacheFlow Inc. and that this
corporation was originally incorporated on March 13, 1996, under the name Web
Appliance Inc., pursuant to the General Corporation Law.
 
          THREE:  The Certificate of Incorporation of said corporation shall be
amended and restated to read in full as follows:
 
                                   ARTICLE I
 
          The name of this corporation is CacheFlow Inc.
 
                                   ARTICLE II
 
          The address of the registered office of this corporation in the State
of Delaware is 1013 Centre Road, in the City of Wilmington, 19805, County of New
Castle.  The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
 
                                  ARTICLE III
 
          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.
 
                                   ARTICLE IV
 
          A.  Classes of Stock. 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 ninety million (90,000,000) shares. Sixty million (60,000,000) shares shall
be Common Stock, par value $0.0001 per share, and thirty million (30,000,000)
shares shall be Preferred Stock, par value $0.0001 per share.
 
          B.  Rights, Preferences and Restrictions of Preferred Stock. The
              -------------------------------------------------------
Preferred Stock authorized by this Restated Certificate of Incorporation may be
issued from time to time in one or more series. The rights, preferences,
privileges, and restrictions granted to and imposed
<PAGE>
 
on the Series A Preferred Stock, which series shall consist of six million three
hundred ninety-four thousand (6,394,000) shares (the "Series A Preferred
Stock"), the Series B Preferred Stock, which series shall consist of four
million four hundred thousand (4,400,000) shares (the "Series B Preferred
Stock"), the Series C Preferred Stock, which series shall consist of four
million five hundred thousand (4,500,000) shares (the "Series C Preferred
Stock"), and the Series D Preferred Stock, which series shall consist of two
hundred eighty thousand nine hundred fifty-three (280,953) shares (the "Series D
Preferred Stock"), are as set forth below in this Article IV(B). The Board of
Directors is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon additional series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or of any of them. Subject to compliance with applicable
protective voting rights that have been or may be granted to the Preferred Stock
or any series thereof in Certificates of Determination or this corporation's
Restated Certificate of Incorporation ("Protective Provisions"), but
notwithstanding any other rights of the Preferred Stock or any series thereof,
the rights, privileges, preferences and restrictions of any such additional
series may be subordinated to, pari passu with (including, without limitation,
                               ---- -----
inclusion in provisions with respect to liquidation and acquisition preferences,
redemption and/or approval of matters by vote or written consent), or senior to
any of those of any present or future class or series of Preferred Stock or
Common Stock. Subject to compliance with applicable Protective Provisions, the
Board of Directors is also authorized to increase or decrease the number of
shares of any series (other than the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock), prior or
subsequent to the issue 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 series.
 
              1.  Dividend Provisions. Subject to the rights of series of
                  -------------------
Preferred Stock that may from time to time come into existence, the holders of
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock shall be entitled to receive dividends, out
of any assets legally available therefor, prior and in preference to any
declaration or payment of any dividend (payable other than in Common Stock or
other securities and rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock of this
corporation) on the Common Stock of this corporation, at the rate of (i) in the
case of the Series A Preferred Stock, $0.07 per share per annum (as adjusted for
any stock dividends, combinations or splits with respect to such shares), (ii)
in the case of the Series B Preferred Stock, $0.225 per share per annum (as
adjusted for any stock dividends, combinations or splits with respect to such
shares), (iii) in the case of the Series C Preferred Stock, $0.46 per share per
annum (as adjusted for any stock dividends, combinations or splits with respect
to such shares), and (iv) in the case of the Series D Preferred Stock, $1.10 per
share per annum (as adjusted for any stock dividends, combinations or splits
with respect to such shares) or, if greater (as determined on a per annum basis
and an as converted basis for the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock), an amount equal
to that paid on any other outstanding shares of this corporation, payable when,
as and if declared by the Board of Directors. Such dividends shall not be
cumulative.
 
                                       2
<PAGE>
 
              2.  Liquidation Preference.
                  ----------------------
 
                  (a)  In the event of any liquidation, dissolution or winding
up of this corporation, either voluntary or involuntary, subject to the rights
of series of Preferred Stock that may from time to time come into existence, the
holders of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock shall be entitled to receive, prior
and in preference to any distribution of any of the assets of this corporation
to the holders of Common Stock by reason of their ownership thereof, (A) in the
case of the Series A Preferred Stock, an amount per share equal to the sum of
(i) $.875 for each outstanding share of Series A Preferred Stock (the "Original
Series A Issue Price"), as adjusted for any stock dividends, combinations or
splits with respect to such share, and (ii) an amount equal to declared but
unpaid dividends on such share, (B) in the case of the Series B Preferred Stock,
an amount per share equal to the sum of (i) $2.26 for each outstanding share of
Series B Preferred Stock (the "Original Series B Issue Price"), as adjusted for
any stock dividends, combinations or splits with respect to such share, and (ii)
an amount equal to declared but unpaid dividends on such share, (C) in the case
of the Series C Preferred Stock, an amount per share equal to the sum of (i)
$4.575 for each outstanding share of Series C Preferred Stock (the "Original
Series C Issue Price"), as adjusted for any stock dividends, combinations or
splits with respect to such share, and (ii) an amount equal to declared but
unpaid dividends on such share, and (D) in the case of the Series D Preferred
Stock, an amount per share equal to the sum of (i) $11.00 for each outstanding
share of Series D Preferred Stock (the "Original Series D Issue Price"), as
adjusted for any stock dividends, combinations or splits with respect to such
share, and (ii) an amount equal to declared but unpaid dividends on such share.
If upon the occurrence of such event, the assets and funds thus distributed
among the holders of the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock shall be insufficient to
permit the payment to such holders of the full aforesaid preferential amounts,
then, subject to the rights of series of Preferred Stock that may from time to
time come into existence, the entire assets and funds of this corporation
legally available for distribution shall be distributed ratably among the
holders of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock so that each holder receives the
same percentage of the applicable preferential amount for each share of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock then held by each such holder.
 
                  (b)  Upon the completion of the distributions required by
subparagraph (a) of this Section 2 and any other distribution that may be
required with respect to series of Preferred Stock that may from time to time
come into existence, if assets remain in this corporation, the holders of the
Common Stock of this corporation shall receive all of the remaining assets of
this corporation pro rata based on the number of shares of Common Stock held by
each.
 
                  (c)  (i) For purposes of this Section 2, a liquidation,
dissolution or winding up of this corporation shall be deemed to be occasioned
by, and to include, (A) the acquisition of this corporation by another entity by
means of any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation) that results in the
transfer of fifty percent (50%) or more of the outstanding voting power of this
corporation; or (B) a sale of all or substantially all of the assets of this
corporation.
 
                                       3
<PAGE>
 
                       (ii)  In any of such events, if the consideration
received by this corporation or its stockholders is other than cash, its value
will be deemed its fair market value. Any securities shall be valued as follows:
 
                             (A)  Securities not subject to investment letter or
other similar restrictions on free marketability covered by (B) below:
 
                                  1.  If traded on a securities exchange or
through the National Market Tier of Nasdaq, the value shall be deemed to be the
average of the closing prices of the securities on such exchange over the thirty
(30) day period ending three (3) days prior to the closing;
 
                                  2.  If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the thirty (30) day period ending three (3) days
prior to the closing; and
 
                                  3.  If there is no active public market, the
value shall be the fair market value thereof, as mutually determined by this
corporation and the holders of at least a majority of the voting power of all
then outstanding shares of Preferred Stock.
 
                             (B)  The method of valuation of securities subject
to investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in (A) (1), (2) or (3) to reflect the approximate fair
market value thereof, as mutually determined by this corporation and the holders
of at least a majority of the voting power of all then outstanding shares of
such Preferred Stock.
 
                       (iii) In the event the requirements of this subsection
2(c) are not complied with, this corporation shall forthwith either:
 
                             (A)  cause such closing to be postponed until such
time as the requirements of this Section 2 have been complied with; or
 
                             (B)  cancel such transaction, in which event the
rights, preferences and privileges of the holders of the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock shall revert to and be the same as such rights, preferences and privileges
existing immediately prior to the date of the first notice referred to in
subsection 2(c)(iv) hereof.
 
                       (iv)  This corporation shall give each holder of record
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock written notice of such impending transaction not
later than twenty (20) days prior to the stockholders' meeting called to approve
such transaction, if any, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in
 
                                       4
<PAGE>
 
writing of the final approval of such transaction. The first of such notices
shall describe the material terms and conditions of the impending transaction
and the provisions of this Section 2, and this corporation shall thereafter give
such holders prompt notice of any material changes. The transaction shall in no
event take place sooner than twenty (20) days after this corporation has given
the first notice provided for herein or sooner than ten (10) days after this
corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the holders of Preferred Stock that are entitled to such notice rights or
similar notice rights and that represent at least a majority of the voting power
of all then outstanding shares of such Preferred Stock.
 
              3.  Redemption. Neither the Series A Preferred Stock, the Series B
                  ----------
Preferred Stock, the Series C Preferred Stock nor the Series D Preferred Stock
is redeemable.
 
              4.  Conversion. The holders of the Series A Preferred Stock,
                  ----------
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):
 
                  (a)  Right to Convert. Each share of Series A Preferred Stock,
                       ----------------
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after the
date of issuance of such share, at the office of this corporation or any
transfer agent for such stock, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the Original Issue Price for
such series by the Conversion Price applicable to such share, determined as
hereafter provided, in effect on the date the certificate is surrendered for
conversion. The initial Conversion Price per share for shares of Series A
Preferred Stock shall be the Original Series A Issue Price, the initial
Conversion Price per share for shares of Series B Preferred Stock shall be the
Original Series B Issue Price, the initial Conversion Price per share for shares
of Series C Preferred Stock shall be the Original Series C Issue Price and the
initial Conversion Price per share for shares of Series D Preferred Stock shall
be the Original Series D Issue Price; provided, however, that the Conversion
Price for the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock shall be subject to adjustment as
set forth in subsection 4(d).
 
                  (b)  Automatic Conversion. Each share of Series A Preferred
                       --------------------
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock shall automatically be converted into shares of Common Stock at the
Conversion Price at the time in effect for such series immediately upon the
earlier of (i) the consummation of this corporation's sale of its Common Stock
in a bona fide, firm commitment underwritten public offering pursuant to a
registration statement on Form S-1 or Form SB-2 under the Securities Act of
1933, as amended, the public offering price of which is not less than
$20,000,000 in the aggregate, or (ii) the date specified by written consent or
agreement of the holders of both (A) a majority of the then outstanding Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock (voting together as a single class and not as separate series,
and on an as-converted basis) and (B) a majority of the then outstanding Series
C Preferred Stock.
 
                                       5
<PAGE>
 
                  (c)  Mechanics of Conversion. Before any holder of Series A
                       -----------------------
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or certificates therefor,
duly endorsed, at the office of this corporation or of any transfer agent for
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock, and shall give written notice to this corporation
at its principal corporate office, of the election to convert the same and shall
state therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. This corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or
Series D Preferred Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid. Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock or Series D Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act of 1933, as amended, the conversion may, at the option of any
holder tendering Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock or Series D Preferred Stock for conversion, be conditioned upon
the closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive the Common Stock
issuable upon such conversion of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock shall not
be deemed to have converted such Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock or Series D Preferred Stock until immediately
prior to the closing of such sale of securities.
 
                  (d)  Conversion Price Adjustments of Preferred Stock for
                       ---------------------------------------------------
Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the
- ---------------------------------------------------
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock shall be subject to adjustment from time to time as
follows:
 
                       (i)  (A)  If this corporation shall issue, after the date
upon which any shares of Series D Preferred Stock were first issued (the
"Purchase Date"), any Additional Stock (as defined below) without consideration
or for a consideration per share less than the Conversion Price for the Series B
Preferred Stock or Series C Preferred Stock in effect immediately prior to the
issuance of such Additional Stock, the Conversion Price for such series in
effect immediately prior to each such issuance shall forthwith (except as
otherwise provided in this clause (i)) be adjusted to a price determined by
multiplying such Conversion Price for such series by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such issuance (including shares of Common Stock deemed to be issued
pursuant to subsection 4(d)(i)(E)(1) or (2)) plus the number of shares of Common
Stock that the aggregate consideration received by this corporation for such
issuance would purchase at such Conversion Price; and the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such issuance (including shares of Common
 
                                       6
<PAGE>
 
Stock deemed to be issued pursuant to subsection 4(d)(i)(E)(1) or (2)) plus the
number of shares of such Additional Stock.
 
                            (B)  No adjustment of the Conversion Price for the
Series B Preferred Stock or Series C Preferred Stock shall be made in an amount
less than one cent per share, provided that any adjustments that are not
required to be made by reason of this sentence shall be carried forward and
shall be either taken into account in any subsequent adjustment made prior to
three (3) years from the date of the event giving rise to the adjustment being
carried forward, or shall be made at the end of three (3) years from the date of
the event giving rise to the adjustment being carried forward. Except to the
limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of
such Conversion Price for the Series B Preferred Stock or Series C Preferred
Stock pursuant to this subsection 4(d)(i) shall have the effect of increasing
the Conversion Price for such series above the Conversion Price for such series
in effect immediately prior to such adjustment.
 
                            (C)  In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or otherwise
in connection with the issuance and sale thereof.
 
                            (D)  In the case of the issuance of the Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined by the
Board of Directors irrespective of any accounting treatment.
 
                            (E)  In the case of the issuance (whether before, on
or after the applicable Purchase Date) of options to purchase or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this subsection 4(d)(i) and subsection 4(d)(ii):
 
                                 1.  The aggregate maximum number of shares of
Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including without limitation, the passage of time,
but without taking into account potential antidilution adjustments) of such
options to purchase or rights to subscribe for Common Stock shall be deemed to
have been issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the manner provided in
subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by this corporation upon
the issuance of such options or rights plus the minimum exercise price provided
in such options or rights (without taking into account potential antidilution
adjustments) for the Common Stock covered thereby.
 
                                       7
<PAGE>
 
                                 2.  The aggregate maximum number of shares of
Common Stock deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) for any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible or exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such securities
were issued or such options or rights were issued and for a consideration equal
to the consideration, if any, received by this corporation for any such
securities and related options or rights (excluding any cash received on account
of accrued interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by this corporation (without taking into
account potential antidilution adjustments) upon the conversion or exchange of
such securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided in
subsections 4(d)(i)(C) and (d)(i)(D)).
 
                                 3.  In the event of any change in the number of
shares of Common Stock deliverable or in the consideration payable to this
corporation upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof (unless
such options or rights or convertible or exchangeable securities were merely
deemed to be included in the numerator and denominator for purposes of
determining the number of shares of Common Stock outstanding for purposes of
subsection 4(d)(i)(A)), the Conversion Price for the Series B Preferred Stock or
Series C Preferred Stock, to the extent in any way affected by or computed using
such options, rights or securities, shall be recomputed to reflect such change,
but no further adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any such options or
rights or the conversion or exchange of such securities.
 
                                 4.  Upon the expiration of any such options or
rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price for the Series B Preferred Stock or Series C
Preferred Stock, to the extent in any way affected by or computed using such
options, rights or securities or options or rights related to such securities
(unless such options or rights were merely deemed to be included in the
numerator and denominator for purposes of determining the number of shares of
Common Stock outstanding for purposes of subsection 4(d)(i)(A)), shall be
recomputed to reflect the issuance of only the number of shares of Common Stock
(and convertible or exchangeable securities that remain in effect) actually
issued upon the exercise of such options or rights, upon the conversion or
exchange of such securities or upon the exercise of the options or rights
related to such securities.
 
                                 5.  The number of shares of Common Stock deemed
issued and the consideration deemed paid therefor pursuant to subsections
4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either subsection
4(d)(i)(E)(3) or (4).
 
                                       8
<PAGE>
 
                       (ii)  "Additional Stock" shall mean any shares of Common
Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E))
by this corporation after the Purchase Date other than
 
                             (A)  Common Stock issued pursuant to a transaction
described in subsection 4(d)(iii) hereof;
 
                             (B)  shares of Common Stock issuable or issued to
employees, consultants or directors of this corporation directly or pursuant to
a stock option plan or restricted stock plan approved by the Board of Directors
of this corporation; or
 
                             (C)  Common Stock issued upon conversion of shares
of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock or Series D Preferred Stock.
 
                       (iii) In the event this corporation should at any time or
from time to time after the Purchase Date, and without providing similar
provisions for the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock, fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock shall be appropriately
decreased so that the number of shares of Common Stock issuable on conversion of
each share of such series shall be increased in proportion to such increase of
the aggregate of shares of Common Stock outstanding and those issuable with
respect to such Common Stock Equivalents.
 
                       (iv)  If the number of shares of Common Stock outstanding
at any time after the Purchase Date is decreased by a combination of the
outstanding shares of Common Stock without similar combinations for the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock, then, following the record date of such combination, the
Conversion Price for the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
each share of such series shall be decreased in proportion to such decrease in
outstanding shares.
 
                  (e)  Other Distributions. In the event this corporation shall
                       -------------------
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 4(d)(iii), then,
in each such case for the purpose of this subsection 4(e),
 
                                       9
<PAGE>
 
the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of Common Stock of this corporation into which their shares
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of this corporation entitled to
receive such distribution.
 
                  (f)  Recapitalizations. If at any time or from time to time
                       -----------------
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 4 or in Section 2) provision shall be made so that the holders of
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock shall thereafter be entitled to receive upon
conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock the number of shares of stock or
other securities or property of the Company or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 4 with respect to the rights of
the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock after the recapitalization to the
end that the provisions of this Section 4 (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock) shall be applicable after that
event as nearly equivalent as may be practicable.
 
                  (g)  No Impairment. This corporation will not, by amendment of
                       -------------
its Restated Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock against
impairment.
 
                  (h)  No Fractional Shares and Certificate as to Adjustments.
                       ------------------------------------------------------
 
                       (i)  No fractional shares shall be issued upon the
conversion of any share or shares of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share. Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.
 
                                       10
<PAGE>
 
                       (ii) Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock pursuant
to this Section 4, this corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. This corporation shall, upon the
written request at any time of any holder of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, furnish
or cause to be furnished to such holder a like certificate setting forth (A)
such adjustment and readjustment, (B) the Conversion Price for the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock at the time in effect, and (C) the number of shares of Common
Stock and the amount, if any, of other property that at the time would be
received upon the conversion of a share of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock.
 
                  (i)  Notices of Record Date. In the event of any taking by
                       ----------------------
this corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
corporation shall mail to each holder of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, at least
twenty (20) days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.
 
                  (j)  Reservation of Stock Issuable Upon Conversion. This
                       ---------------------------------------------
corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock; and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding shares of the
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Preferred Stock, this corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to this certificate.
 
                  (k)  Notices. Any notice required by the provisions of this
                       -------
Section 4 to be given to the holders of shares of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock
shall be deemed given if delivered by confirmed facsimile or electronic
transmission (with duplicate original sent by United States
 
                                       11
<PAGE>
 
mail) or three days after deposited in the United States mail, postage prepaid,
and addressed to each holder of record at his address appearing on the books of
this corporation.
 
              5.  Voting Rights.
                  -------------
 
                  (a)  General. The holder of each share of Series A Preferred
                       -------
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock shall have the right to one vote for each share of Common Stock into which
such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock or Series D Preferred Stock could then be converted, and with respect to
such vote, such holder shall have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders' meeting in
accordance with the bylaws of this corporation, and shall be entitled to vote,
together with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote. Fractional votes shall not,
however, be permitted and any fractional voting rights available on an as-
converted basis (after aggregating all shares into which shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half being rounded upward).
 
                  (b)  Voting for the Election of Directors. As long as four
                       ------------------------------------
million (4,000,000) or more of the shares of Series A Preferred Stock issued
remain outstanding, the holders of such shares of Series A Preferred Stock shall
be entitled to elect one (1) director of this corporation at each annual
election of directors. As long as one million five hundred thousand (1,500,000)
or more of the shares of Series B Preferred Stock issued remain outstanding, the
holders of such shares of Series B Preferred Stock shall be entitled to elect
one (1) director of this corporation at each annual election of directors. The
holders of outstanding Common Stock shall be entitled to elect two (2) directors
of this corporation at each annual election of directors. The holders of Series
A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock and Common Stock (voting together as a single class and not as a
separate series, and on an as-converted basis) shall be entitled to elect any
remaining directors of this corporation.
 
          In the case of any vacancy (other than a vacancy caused by removal) in
the office of a director occurring among the directors elected by the holders of
a class or series of stock pursuant to this Section 5(b), the remaining
directors so elected by that class or series may by affirmative vote of a
majority thereof (or the remaining director so elected if there be but one, or
if there are no such directors remaining, by the affirmative vote of the holders
of a majority of the shares of that class or series), elect a successor or
successors to hold office for the unexpired term of the director or directors
whose place or places shall be vacant.  Any director who shall have been elected
by the holders of a class or series of stock or by any directors so elected as
provided in the immediately preceding sentence hereof may be removed during the
aforesaid term of office, either with or without cause, by, and only by, the
affirmative vote of the holders of the shares of the class or series of stock
entitled to elect such director or directors, given either at a special meeting
of such stockholders duly called for that purpose or pursuant to a written
consent
 
                                       12
<PAGE>
 
of stockholders, and any vacancy thereby created may be filled by the holders of
that class or series of stock represented at the meeting or pursuant to
unanimous written consent.
 
              6.  Protective Provisions.
                  ---------------------
 
                  (a)  Subject to the rights of series of Preferred Stock that
may from time to time come into existence, so long as at least a majority of the
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock or Series D Preferred Stock originally issued remain outstanding, this
corporation shall not without first obtaining the approval (by vote or written
consent, as provided by law) of the holders of at least a majority of the then
outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series
C Preferred Stock and Series D Preferred Stock (voting together as a single
class and not as separate series, and on an as-converted basis):
 
                       (i)  engage in any transaction described in subsection
2(c)(i) of this Article IV;
 
                       (ii) alter or change the rights, preferences or
privileges of the shares of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock or Series D Preferred Stock so as to affect adversely
such shares;
 
                       (iii)  increase or decrease (other than by conversion)
the total number of authorized shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock or
authorize or issue a series of Preferred Stock other than the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred
Stock;
 
                       (iv) authorize or issue, or obligate itself to issue, any
other equity security, including any other security convertible into or
exercisable for any equity security (i) having a preference over, or being on a
parity with, the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock or Series D Preferred Stock with respect to redemption, voting,
dividends or upon liquidation, or (ii) having rights similar to any of the
rights of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock or Series D Preferred Stock under this Section 6;
 
                       (v)  pay any dividends on the Common Stock; and
 
                       (vi) amend this Restated Certificate of Incorporation.
 
                  (b)  Subject to the rights of series of Preferred Stock that
may from time to time come into existence, this corporation shall not without
first obtaining the approval (by vote or written consent, as provided by law) of
the holders of at least a majority of the then outstanding shares of Series C
Preferred Stock:
 
                       (i)  redeem, purchase or otherwise acquire (or pay into
or set aside for a sinking fund for such purpose) any share or shares of
Preferred Stock or Common Stock; provided, however, that this restriction shall
not apply to the repurchase of
 
                                       13
<PAGE>
 
shares of Common Stock from employees, officers, directors, consultants or other
persons performing services for this corporation or any subsidiary pursuant to
agreements under which this corporation has the option to repurchase such shares
at cost or at cost upon the occurrence of certain events, such as the
termination of employment;
 
                       (ii)   increase or decrease (other than by conversion)
the total number of authorized shares of Series C Preferred Stock; or
 
                       (iii)  authorize or issue, or obligate itself to issue,
any other equity security, including any other security convertible into or
exercisable for any equity security having a preference over the Series C
Preferred Stock with respect to redemption, voting, dividends or upon
liquidation.
 
                  (c)  This corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least a majority of the then outstanding shares of the Series C Preferred Stock,
amend this Amended and Restated Certificate of Incorporation to alter or change
the rights, preferences or privileges of the shares of such Series C Preferred
Stock, if such Series C Preferred Stock would be adversely affected by such
amendment in a manner different than other then outstanding series of this
corporation's Preferred Stock (it being understood that, without limiting the
foregoing, different series of Preferred Stock shall not be affected differently
because of proportional differences in the amounts of their respective issue
prices, liquidation preferences and redemption prices that arise out of
differences in the original issue price for each such series).
 
              7.  Status of Converted Stock. In the event any shares of Series A
                  -------------------------
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D
Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so
converted shall be cancelled and shall not be issuable by this corporation. The
Restated Certificate of Incorporation of this corporation shall be appropriately
amended to effect the corresponding reduction in this corporation's authorized
capital stock.
 
          C.  Common Stock. The rights, preferences, privileges and restrictions
              ------------
granted to and imposed on the Common Stock are as set forth below in this
Article IV(C).
 
              1.  Dividend Rights. Subject to the prior rights of holders of all
                  ---------------
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of this corporation
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.
 
              2.  Liquidation Rights. Upon the liquidation, dissolution or
                  ------------------
winding up of this corporation, the assets of this corporation shall be
distributed as provided in Section 2 of Division (B) of this Article IV hereof.
 
              3.  Voting Rights. The holder of each share of Common Stock shall
                  -------------
have the right to one vote, and shall be entitled to notice of any stockholders'
meeting in
 
                                       14
<PAGE>
 
accordance with the bylaws of this corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by law.
 
                                   ARTICLE V
 
          Except as otherwise provided in this Restated Certificate of
Incorporation, 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.
 
                                   ARTICLE VI
 
          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.
 
                                  ARTICLE VII
 
          Elections of directors need not be by written ballot unless the Bylaws
of this corporation shall so provide.
 
                                  ARTICLE VIII
 
          Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of this corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of this corporation.
 
                                   ARTICLE IX
 
          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.
 
                                   ARTICLE X
 
          To the fullest extent permitted by applicable law, this corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of this corporation (and any other persons to which Delaware law permits this
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
 
                                       15
<PAGE>
 
permitted by Section 145 of the General Corporation Law, subject only to limits
created by applicable Delaware law (statutory or non-statutory), with respect to
actions for breach of duty to this corporation, its stockholders, and others.
 
                                   ARTICLE XI
 
          This corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
 
                                   *     *     *
 
          FOUR:  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 and was approved by the holders of the requisite number of
shares of this corporation in accordance with Section 228 of the General
Corporation Law.
 
                                       16
<PAGE>
 
          IN WITNESS WHEREOF, the undersigned have executed this certificate on
October 28, 1999.
 
 
                              -------------------------------------------------
                              Brian NeSmith
                              President
 
 
 
                              -------------------------------------------------
                              Michael Johnson
                              Secretary
 
 
 
 
 
 
                       CERTIFICATE OF OWNERSHIP AND MERGER
 
                                     MERGING
 
                                 CACHEFLOW INC.
 
                                      WITH
 
                             BLUE COAT SYSTEMS, INC.
 
         ---------------------------------------------------------------
                         Pursuant to section 253 of the
                General Corporation Law of the State of Delaware
         ---------------------------------------------------------------
 
                                    *********
 
     CacheFlow Inc., a corporation organized and existing under the General
Corporation Laws of the State of Delaware,
 
     DOES HEREBY CERTIFY:
 
     FIRST:    That this corporation owns all of the outstanding shares Blue
Coat Systems, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware,
 
     SECOND:   That this corporation, by the following resolutions of its Board
of Directors, duly adopted at a meeting held pursuant to Section 141(b) of the
General Corporation Law of the State of Delaware on the 14th day of August,
2002, determined to merge Blue Coat Systems, Inc. into itself on the terms and
conditions set forth in such resolutions:
 
          RESOLVED that Blue Coat Systems, Inc. be merged with and
     into the Company and that the Company be the surviving
     corporation in such merger.
 
          FURTHER RESOLVED that the merger shall become effective upon
     the date and time of the filing of a Certificate of
 
<PAGE>
 
     Ownership and Merger with a Secretary of State of the State of
     Delaware.
 
          FURTHER RESOLVED that upon the effectiveness of the merger,
     the Company shall assume all of the liabilities and obligations
     of Blue Coat Systems, Inc.
 
          FURTHER RESOLVED that upon the effectiveness of the merger,
     the name of the Corporation shall be changed to "Blue Coat
     Systems, Inc." and Article I of the Restated Certificate of
     Incorporation of the Corporation shall be amended to read as
     follows:
 
          "The name of the corporation is Blue Coat Systems, Inc. (the
     "Corporation")."
 
                                        2
 
<PAGE>
 
          IN WITNESS WHEREOF, said CacheFlow Inc. has caused this certificate to
be signed by Brian NeSmith, its President, and attested by Robert Verheecke, its
Secretary, this 20th day of August, 2002.
 
                                          CACHEFLOW INC.
 
                                          By: /s/ B. M. NeSmith
                                              ------------------------
                                              Brian NeSmith, President
 
By: /s/ Robert Verheecke
    ---------------------------
    Robert Verheecke, Secretary
 
 
 
                CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED
             CERTIFICATE OF INCORPORATION OF BLUE COAT SYSTEMS, INC.
 
         Blue Coat Systems, Inc., a corporation organized and existing under and
by virtue of the laws of the State of Delaware (the "Corporation"), pursuant to
the provisions of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY that:
 
         FIRST:  The name of the Corporation is Blue Coat Systems, Inc.
 
         SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware was March 13, 1996, under the name of Web Appliance Inc.
 
         THIRD:  The Board of Directors of the Corporation adopted a resolution
setting forth a proposed amendment to the Amended and Restated Certificate of
Incorporation, declaring said amendment to be advisable and in the best
interests of the Corporation and its stockholders, and authorizing the
appropriate officers of the Corporation to solicit the approval of the
stockholders therefor, which resolution setting forth the proposed amendment and
restatement is as follows:
 
         RESOLVED, that the following be added as Article X to the Amended and
Restated Certificate of Incorporation of the Corporation:
 
                  "Effective as of the date this Certificate of Amendment
         to the Amended and Restated Certificate of Incorporation is duly
         filed with the Secretary of State of the State of Delaware (the
         "Effective Date"), each five (5) shares of common stock, par value
         $.0001 per share, issued and outstanding immediately prior to the
         Effective Date (the "Old Common Stock") shall be exchanged for one
         (1) share of the Corporation's common stock, par value $.0001 per
         share (the "New Common Stock"), subject to the treatment of
         fractional share interests as described below. Each holder of a
         certificate or certificates, which immediately prior to the
         Effective Date represented outstanding shares of Old Common Stock
         (whether one or more, the "Old Certificates"), shall be entitled
         to receive upon surrender of such Old Certificates to the exchange
         agent duly appointed by the Corporation (the "Exchange Agent"),
         for cancellation, a certificate or certificates (whether one or
         more, the "New Certificates") representing the number of whole
         shares of the New Common Stock into which and for which the shares
         of the Old Common Stock formerly represented by such Old
         Certificates so surrendered are reclassified under the terms
         hereof. From and after the Effective Date, Old Certificates shall
         represent only the right to receive New Certificates (and, where
         applicable, cash in lieu of fractional shares, as provided below)
         pursuant to the provisions hereof. No certificates or scrip
         representing fractional share interests in New Common Stock will
         be issued, and no such fractional share interest will entitle the
         holder thereof to vote, or to any rights of a stockholder of the
         Corporation. A holder of Old Certificates shall receive, in lieu
         of any fraction of a share of New Common Stock to which the holder
         would otherwise be entitled, a cash payment therefor. Such cash
         payment will equal the fraction to which the stockholder would
         otherwise be entitled multiplied by the average of the closing
         prices (as adjusted to reflect the exchange effected hereby) of
         the Old Common Stock, as reported in The Wall Street Journal,
         during the ten (10) trading days preceding the date that is three
         (3) days before the Effective Time. If more than one Old
         Certificate shall be surrendered at one time for the account of
         the same stockholder, the number of full shares of New Common
         Stock for which New Certificates shall be issued shall be computed
         on the basis of the aggregate number of shares represented by the
         Old Certificates so surrendered. In the event that the Exchange
         Agent determines that a holder of Old Certificates has not
         tendered all such certificates for exchange, the Exchange Agent
         shall carry forward any fractional share until all certificates of
         such holder have been presented for exchange such that payment for
         fractional shares to any one person shall not exceed the value of
         one share. If any New Certificate is to be issued in a name other
         than that in which the Old Certificates surrendered for exchange
         are issued, the Old Certificates so surrendered shall be properly
         endorsed and otherwise in proper form for transfer."
 
<PAGE>
 
         FURTHER RESOLVED, that the shares of New Common Stock to be issued in
exchange for shares of Old Common Stock shall, upon such issuance, be deemed to
have been duly authorized and will be fully paid, validly issued and
nonassessable; and
 
         FURTHER RESOLVED, that each of the officers of the Corporation is
hereby authorized to take all such steps and to do all such acts and things as
they or any one of them shall deem necessary or advisable to carry out the
intent and purposes of the foregoing resolutions, including, but not limited to,
the making of any and all payments, the making and execution of any necessary or
advisable instruments, certificates, affidavits, or other documents in
connection therewith, the signing or endorsement of any checks, posting of any
bonds, and the payment of any fees in such connection, and, from time to time,
to take any and all actions to make, execute, verify, and, as necessary, file
all applications, certificates, documents or other instruments and to do any and
all acts and things which any one or more of them shall deem necessary,
advisable or appropriate in order to carry out the intent and purposes of any
and all of the foregoing resolutions.
 
         FOURTH: The amendment to the Amended and Restated Certificate of
Incorporation of the Corporation set forth in this Certificate of Amendment has
been duly adopted in accordance with the provisions of Section 242 of the
Delaware General Corporation Law, the stockholders of the Corporation having
duly approved and adopted such amendment by the affirmative vote of stockholders
holding at least sixty-six and two-thirds percent (66 2/3%) of all outstanding
shares of capital stock entitled to vote thereon, with such affirmative vote
effective on September 12, 2002.
 
           [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 
<PAGE>
 
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by the undersigned authorized officers as of the 12th day of September,
2002.
 
BLUE COAT SYSTEMS, INC.
 
By:      /s/ Brian NeSmith
    --------------------------
Brian NeSmith, President & CEO