EXHIBIT 3.1
 
                          SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  VIASAT, INC.
 
 
                VIASAT, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies as follows:
 
                1. The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware on October 25,
1996, and was amended and restated on November 4, 1996, pursuant to Section 242
and Section 245 of the Delaware General Corporation Law.
 
                2. This Second Amended and Restated Certificate of Incorporation
restates and integrates and further amends the Amended and Restated Certificate
of Incorporation of the Corporation. The text of the Amended and Restated
Certificate of Incorporation is amended to read as herein set forth in full:
 
FIRST: The name of the Corporation (hereinafter the "Corporation") is:
 
                                  VIASAT, INC.
 
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington, County of New Castle; and the
name of the Registered Agent of the Corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.
 
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 Delaware.
 
FOURTH: The Corporation is authorized to issue two classes of shares of capital
stock to be designated respectively, "Preferred Stock" and "Common Stock". The
total number of shares which the Corporation is authorized to issue is one
hundred five million (105,000,000). Five million (5,000,000) shares shall be
Preferred Stock, of which three million two hundred twenty-five thousand
(3,225,000) are hereby designated Series A Convertible Preferred Stock ("Series
A Preferred Stock") and one hundred million (100,000,000) shares shall be Common
Stock. The Preferred Stock and the Common Stock shall each have a par value of
$.0001 per share.
 
                The Preferred Stock authorized by this Second Amended and
Restated Certificate of Incorporation shall be issued from time to time in one
or more series. Except with respect to the Series A Preferred Stock which is
described below, authority is hereby expressly granted to the Board of Directors
of the Corporation to issue, from time to time, shares of Preferred Stock in one
or more series, and, in connection with the establishment of any such series by
resolution or resolutions, to determine and fix such voting powers, full or
limited, or no voting powers, and such other powers, designations, preferences
 
 
 
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and relative, participating, optional and other rights, and the qualifications,
limitations and restrictions thereof, including, without limitation, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be stated in such resolution or resolutions, all to the fullest extent
permitted by the Delaware General Corporation Law. Without limiting the
generality of the foregoing, the resolution or resolutions providing for the
establishment of any series of Preferred Stock may, to the extent permitted by
law, provide that such series shall be superior to, rank equally with or be
junior to the Preferred Stock of any other series. Except as otherwise expressly
provided in the resolution or resolutions providing for the establishment of any
series of Preferred Stock, no vote of the holders of shares of Preferred Stock
or Common Stock shall be a prerequisite to the issuance of any shares of any
series of the Preferred Stock authorized by and complying with the conditions of
this Second Amended and Restated Certificate of Incorporation. The rights
preferences, privileges and restrictions of the Series A Preferred Stock and of
the holders thereof shall be as follows:
 
        (a)     Dividends.
 
                (1) Right to Dividends. The holders of the outstanding shares of
                Series A Preferred Stock shall be entitled to receive, when and
                as declared by the Corporation's Board of Directors, and out of
                any funds legally available therefor, cumulative dividends at
                the annual rate of $.009 per share, payable, if earned and
                declared, in cash on the 1st day of May of each year with
                respect to the prior fiscal year. Subject to the remainder of
                this subsection (a), such dividends shall accrue on each such
                share from the date of its original issue and shall accrue from
                month to month. Such dividends shall accumulate and accrue
                during each fiscal year only to the extent of the net income of
                the Company for such fiscal year. For the purposes of this
                section, "net income" of the Company for a period shall mean the
                consolidated net income of the Company, and its subsidiaries,
                for that period determined in accordance with generally accepted
                accounting principles.
 
                (2) Priority. No dividend shall be paid or declared and no
                distribution shall be made on any Common Stock, no shares of
                Common Stock shall be purchased, redeemed or otherwise acquired
                by the Corporation and no monies shall be paid into or set aside
                or otherwise made available for a sinking fund for the purchase,
                redemption or acquisition of any shares of Common Stock if
                dividends on the Series A Preferred Stock for the then current
                annual dividend period and accrued dividends for all previous
                dividend periods, at the annual rate specified above, have not
                been paid or declared and a sum sufficient for the payment
                thereof set apart; provided, however, that subject to
                subparagraph (g)(1)(i), the restrictions shall not apply to the
                repurchase of shares of Common Stock from directors or employees
                of, or consultants to the Corporation pursuant to stock purchase
                or stock option agreements under which the Corporation has the
                option or obligation to repurchase such shares upon the
                occurrence of certain events including the termination of
                employment. Any accumulation of dividends on Series A Preferred
                Stock shall not bear interest.
 
                (3) Partial Payment. If the Board shall declare a payment of
                dividend and the amount declared for dividend payment is
                insufficient to permit the payment of the full preferential
                amounts required to be paid to the holders of the outstanding
                Series A Preferred Stock and to holders of any other Preferred
                Stock on a parity therewith as to dividend preferences, then the
                entire amount declared for dividend payment shall be distributed
                ratably among the holders of Series A Preferred Stock and such
                other holders according to the respective preferential amounts
                to which such holders would otherwise be entitled.
 
 
 
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<PAGE>   3
 
        (b)     Preference on Liquidation.
 
                (1) In the event of any liquidation, dissolution or winding up
                of the Corporation, whether voluntary or involuntary, the
                holders of shares of Series A Preferred Stock then outstanding
                shall be entitled to be paid out of the assets of the
                Corporation available for distribution to its stockholders,
                whether from capital, surplus or earnings, before any payment
                shall be made in respect of the Common Stock of the Corporation,
                an amount equal to $.10 plus all accrued, but unpaid dividends,
                if any, per share (the "Preference Price"). In case of any
                liquidation, dissolution or winding up of the Corporation, after
                the holders of shares of Series A Preferred Stock have received
                an amount equal to the Preference Price, and the further payment
                of the full preferential amounts to which the holders of any
                other Preferred Stock are specifically entitled, the assets
                remaining shall be distributed ratably among the holders of
                Common Stock until each holder of Common Stock has received an
                amount equal to the Preference Price. (The amount required to
                pay the full Preference Price to each holder of Series A
                Preferred Stock and other preferred stock and the amount
                required to be paid to each holder of Common Stock hereunder is
                hereinafter collectively referred to as the "Payout.")
                Thereafter, any assets remaining shall be distributed ratably
                among the holders of all of the stock of the Corporation
                (Preferred and Common).
 
                (2) The sale, transfer or lease of all or substantially all of
                the assets of the Corporation, the gross proceeds of which do
                not exceed the Payout, shall be deemed to be a liquidation,
                dissolution or winding up of the Corporation as those terms are
                used in this paragraph (b).
 
                (3) If upon any liquidation, dissolution or winding up of the
                Corporation, whether voluntary or involuntary, the assets of the
                Corporation available for distribution to its shareholders shall
                be insufficient to pay the full preferential amounts required to
                be paid to the holders of Series A Preferred Stock and the
                holders of any other Preferred Stock on a parity therewith as to
                liquidation preferences, then the entire assets of the
                Corporation legally available to be distributed shall be
                distributed ratably among the holders of Series A Preferred
                Stock and such other holders according to the respective
                preferential amounts to which such holders would otherwise be
                entitled.
 
        (c)     Voting.
 
                (1) Preferred Stock. Each holder of shares of Series A Preferred
                Stock shall be entitled to vote on all matters and, except as
                otherwise expressly provided herein, shall be entitled to the
                number of votes equal to the largest number of full shares of
                Common Stock into which such shares of Series A Preferred Stock
                could be converted, pursuant to the provisions of paragraph (d)
                of this Article Four, at the record date for the determination
                of the shareholders entitled to vote on such matters or, if no
                such record date is established, as the date such vote is taken.
 
                (2) Common Stock. Each holder of shares of Common Stock shall be
                entitled to one vote for each share thereof held. Except as
                otherwise expressly provided herein or as required by law, the
                holders of Series A Preferred Stock and the holders of Common
                Stock shall vote together and not as separate classes.
 
        (d)     Conversion Rights.
 
 
 
                                        3
<PAGE>   4
 
                        The holders of Series A Preferred Stock shall have the
                following conversion rights (the "Conversion Rights"):
 
                (1) Right to Convert. The Series A Preferred Stock shall be
                convertible, at any time or from time to time, at the option of
                any holder thereof, into fully paid and nonassessable shares of
                Common Stock.
 
                (2) Conversion Price. Each share of Series A Preferred Stock
                shall be convertible into the number of shares of Common Stock
                which results from dividing the Conversion Price in effect at
                the time of conversion into $.10 for each share of Series A
                Preferred Stock being converted. The initial Conversion Price
                shall be $.13633265 subject to adjustment from time to time as
                provided below.
 
                (3) Mechanics of Conversion. Each holder of Series A Preferred
                Stock who desires to convert the same into shares of Common
                Stock shall surrender the certificate or certificates therefor,
                duly endorsed, at the office of the Corporation or of any
                transfer agent for the Series A Preferred Stock or Common Stock,
                and shall give written notice to the Corporation at such office
                that such holder elects to convert the same and shall state
                therein the number of shares of Series A Preferred Stock being
                converted. Thereupon, the Corporation shall promptly issue and
                deliver at such office to such holder a certificate or
                certificates for the number of shares of Common Stock to which
                such holder is entitled. 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 to
                be converted, and the person entitled to receive the shares of
                Common Stock issuable upon such conversion shall be treated for
                all purposes as the record holder of such shares of Common Stock
                on such date.
 
                (4) Adjustment for Stock Splits and Combinations. If the
                Corporation at any time or from time to time after the date of
                original issue of the Series A Preferred Stock (the "Commitment
                Date") effects a subdivision of the outstanding Common Stock,
                the Conversion Price then in effect immediately before the
                subdivision shall be proportionately decreased, and conversely,
                if the Corporation at any time or from time to time after the
                Commitment Date combines the outstanding shares of Common Stock,
                the Conversion Price then in effect immediately before the
                combination shall be proportionately increased. Any adjustment
                under this subparagraph (4) shall become effective as of the
                date and time the subdivision or combination becomes effective.
 
                (5) Adjustment for Certain Dividends and distributions. In the
                event the Corporation at any time or from time to time after the
                Commitment Dates makes, or fixes a record date for the
                determination of holders of Common Stock entitled to receive a
                dividend or other distribution payable in additional shares of
                Common Stock, then and in each such event the Conversion Price
                then in effect shall be decreased as of the time of such
                issuance or, in the event such a record date is fixed, as of the
                close of business on such record date, by multiplying the
                Conversion Price then in effect by a fraction (i) the numerator
                of which is the total number of shares of Common Stock issued
                and outstanding immediately prior to the time of such issuance
                or the close of business on such record date, and (ii) the
                denominator of which shall be the total number of shares of
                Common Stock issued and outstanding immediately prior to the
                time of such issuance or the close of business on such record
                date plus the number of shares of Common Stock issuable in
                payment of such dividend or distribution; provided, however,
                that if such record date is fixed and such dividend or
                distribution is not fully paid on the date fixed
 
 
 
                                       4
<PAGE>   5
 
                therefor, the Conversion Price shall be recomputed accordingly
                as of the close of business on such record date and thereafter
                the Conversion Price shall be adjusted pursuant to this
                subparagraph (5) as of the time of and on the basis of the
                actual dividend or distribution paid.
 
                (6) Adjustments for Other Dividends and Distributions. In the
                event the Corporation at any time or from time to time after the
                Commitment Date makes, or fixes a record date for the
                determination of holders of Common Stock entitled to receive, a
                dividend or other distribution payable in securities of the
                Corporation other than shares of Common Stock, then and in each
                such event provision shall be made so that the holders of Series
                A Preferred Stock shall receive upon conversion thereof, in
                addition to the number of shares of Common Stock receivable
                thereupon, the amount of securities of the Corporation which
                they would have received had their Series A Preferred Stock been
                converted into Common Stock on the date of such event and had
                they thereafter, during the period from the date of such event
                to and including the date of conversion, retained such
                securities receivable by them as aforesaid during such period,
                subject to all other adjustments called for during such period
                under this paragraph (d) with respect to the rights of the
                holders of Series A Preferred Stock.
 
                (7) Adjustment for Recapitalizations, Reclassifications and
                Exchanges. If the Common Stock issuable upon the conversion of
                the Series A Preferred Stock is changed into the same or a
                different number of share of any class or classes of stock,
                whether by recapitalization, reclassification or exchange (other
                than by subdivision, combination, stock dividend,
                reorganization, merger, consolidation or sale of assets, as
                provided for elsewhere in this paragraph (d)), then the holders
                of Series A Preferred Stock shall have the right thereafter to
                convert their Series A Preferred Stock into the kind and amount
                of stock and other securities and property receivable upon such
                recapitalization, reclassification or exchange by holders of the
                maximum number of shares of Common Stock into which such shares
                of Series A Preferred Stock might have been converted
                immediately prior to such recapitalization, reclassification or
                exchange, all subject to further adjustment as provided herein.
 
                (8) Reorganization, Mergers, Consolidations or Sales of Assets.
                If at any time or from time to time there is a capital
                reorganization of the Common Stock (other than a
                recapitalization, reclassification, exchange, subdivision,
                combination, or stock dividend provided for elsewhere in this
                paragraph (d)), merger or consolidation of the Corporation with
                or into another corporation, or sale of all or substantially all
                of the Corporation's properties and assets to any other person,
                then, as a part of such reorganization, merger, consolidation or
                sale, provision shall be made so that the holders of Series A
                Preferred Stock shall thereafter be entitled to receive, upon
                conversion of the Series A Preferred Stock, the number of shares
                of stock or other securities or property of the Corporation, or
                of the successor corporation resulting from such reorganization,
                merger, consolidation or sale, to which a holder of Common Stock
                deliverable upon conversion would otherwise have been entitled
                on such reorganization, merger, consolidation, or sale. In any
                such case, appropriate adjustment shall be made in the
                application of the provisions of this paragraph (d) with respect
                to the rights of the holders of the Series A Preferred Stock
                after the reorganization, merger, consolidation or sale to the
                end that the provisions of this paragraph (d) (including
                adjustment of the Conversion Price then in effect and number of
                shares issuable upon conversion of the Series A Preferred Stock)
                shall be applicable after that event and be as nearly equivalent
                to the provisions hereof as may be practicable.
 
 
 
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<PAGE>   6
 
                (9) Accountants' Certificate of Adjustment. In any case of an
                adjustment or readjustment of the Conversion Price or the number
                of shares of Common Stock, or other securities issuable upon
                conversion of Series A Preferred Stock, the Corporation at its
                expense, shall cause independent public accountants of
                recognized standing selected by the Corporation (who may be the
                independent public accountants then auditing the books of the
                Corporation) to compute such adjustment or readjustment in
                accordance with the provisions hereof and prepare a certificate
                showing such adjustment or readjustment, and shall mail such
                certificate, by first class mail, postage prepaid, to each
                registered holder of Series A Preferred Stock at the holder's
                address as shown in the Corporation's books. The certificate
                shall set forth such adjustment or readjustment, showing in
                detail the facts upon which such adjustment or readjustment is
                based.
 
                (10) Notices of Record Date. In the event of (i) any taking by
                the 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 or other distribution,
                or (ii) any capital reorganization of the Corporation, any
                reclassification or recapitalization of the capital stock of the
                Corporation, any transfer of all or substantially all of the
                assets of the Corporation to any other person, any
                consolidation, any merger, or any voluntary or involuntary
                dissolution, liquidation or winding up of the Corporation, the
                Corporation shall mail to each holder of Series A Preferred
                Stock no less than 10 days and no more than 50 days prior to the
                record date specified therein or the effective date thereof, a
                notice specifying (A) the material terms and conditions of the
                proposed action, (B) the date on which any such record is to be
                taken for the purpose of such dividend or distribution and a
                description of such dividend or distribution, (C) the date on
                which any such reorganization, reclassification,
                recapitalization, transfer, consolidation, merger, dissolution,
                liquidation or winding up is expected to become effective, and
                (D) the time, if any, that is to be fixed, as to when the
                holders of record of Common Stock (or other securities) shall be
                entitled to exchange their shares of Common Stock (or other
                securities) for securities or other property deliverable upon
                such reorganization, reclassification, recapitalization,
                transfer, consolidation, merger, dissolution, liquidation or
                winding up.
 
 
 
                                       6
<PAGE>   7
 
                (11) Automatic Conversion.
 
                                (i) Each share of Series A Preferred Stock shall
                        automatically be converted into shares of Common Stock
                        based on the then effective Conversion Price immediately
                        upon the closing of any public offering pursuant to an
                        effective registration statement under the Securities
                        Act of 1933, as amended, in which the aggregate gross
                        proceeds received by the Corporation at the public
                        offering price equals or exceeds $3,000,000, and the
                        public offering price per share of which equals or
                        exceeds $.50 per share of Common Stock (appropriately
                        adjusted for stock dividends, recapitalizations,
                        subdivisions and combinations of shares of Common
                        Stock).
 
                                (ii) Each share of Series A Preferred Stock
                        shall automatically be converted into shares of Common
                        Stock based on the then effective Conversion Price
                        immediately prior to the closing of a merger,
                        consolidation or combination of the Corporation with or
                        into another Corporation or entity, or a sale of
                        substantially all of the Corporation's assets, in which
                        the Corporation receives cash in the aggregate amount
                        of, or freely tradeable securities with an aggregate
                        value of, at least $3,000,000 and at a price per share
                        of Common Stock equal to or exceeding $.50 per share.
 
                                (iii) Upon the occurrence of the event specified
                        in subparagraph (i) or (ii) above, the outstanding
                        shares of Series A Preferred Stock shall be converted
                        automatically without any further action by the holders
                        of such shares and whether or not the certificates
                        representing such shares are surrendered to the
                        Corporation or its transfer agent; provided, however,
                        that the Corporation shall not be obligated to issue
                        certificates evidencing the shares of Common Stock
                        issuable upon such conversion unless the certificates
                        evidencing such shares of Series A Preferred Stock are
                        either delivered to the Corporation or its transfer
                        agent as provided below, or the holder notifies the
                        Corporation or its transfer agent that such certificates
                        have been lost, stolen or destroyed and executes an
                        agreement satisfactory to the Corporation to indemnify
                        the Corporation from any loss incurred by it in
                        connection therewith. Upon the occurrence of such
                        automatic conversion of the Series A Preferred Stock,
                        each holder of Series A Preferred Stock shall surrender
                        the certificates representing such shares at the office
                        of the Corporation or any transfer agent for the Series
                        A Preferred Stock or Common Stock. Thereupon, there
                        shall be issued and delivered to such holder promptly at
                        such office and in his name as shown on such surrendered
                        certificate or certificates, a certificate or
                        certificates for the number of shares of Common Stock
                        into which the shares of Series A Preferred Stock
                        surrendered were convertible on the date on which such
                        automatic conversion occurred.
 
                (12) Fractional Shares. No fractional shares of Common Stock
                shall be issued upon conversion of the shares of Series A
                Preferred Stock of any holder. In lieu of any fractional shares
                to which the holder would otherwise be entitled, the corporation
                shall, to the extent legally permissible, pay cash equal to the
                product of such fraction multiplied by the Common Stock's fair
                market value as of the date of conversion as determined in good
                faith by the Board.
 
 
 
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<PAGE>   8
 
                (13) Reservation of Stock Issuable Upon Conversion. The
                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 Series
                A 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 Series A 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 Series A Preferred Stock, the
                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 purpose.
 
                (14) Notices. Any notice required by the provisions of this
                paragraph (d) to be given to the holder of shares of the Series
                A Preferred Stock shall be deemed given upon the earlier of
                actual receipt of 72 hours after the same has been deposited in
                the United States mail, by certified or registered mail, return
                receipt requested, postage prepaid, and addressed to each holder
                of record at his address appearing on the books of the
                Corporation.
 
                (15) Payment of Taxes. The Corporation will pay all taxes (other
                than taxes based upon income) and other governmental charges
                that may be imposed with respect to the issue or delivery of
                shares of Common Stock upon conversion of shares of Series A
                Preferred Stock, including without limitation, any tax or other
                charge imposed in connection with any transfer involved in the
                issue and delivery of shares of Common Stock in a name other
                than that in which the shares Series A Preferred Stock so
                converted were registered.
 
        (e) Restrictions and Limitations.
 
                (1) So long as at least 300,000 shares of Series A Preferred
                Stock remain outstanding, the Corporation shall not, and shall
                not permit any Subsidiary (as hereinafter defined) to, without
                the vote or written consent by the holders of more than 50% of
                the then outstanding Series A Preferred Stock voting as a single
                class:
 
                                (i) Purchase, redeem or otherwise acquire (or
                        pay into or set aside for a sinking fund for such
                        purpose) any of the Common Stock; provided, however,
                        that this restriction shall not apply to the repurchase
                        of shares of Common Stock from Corporation or any
                        Subsidiary pursuant to an agreement under which the
                        Corporation has the option or the obligation to
                        repurchase such shares upon the occurrence of certain
                        events, including the termination of employment,
                        provided that the total amount applied to such
                        repurchase does not exceed $50,000 during any
                        twelve-month period;
 
                                (ii) Permit any Subsidiary to issue or sell,
                        except to the Corporation or any wholly-owned
                        Subsidiary, any stock of such Subsidiary;
 
                (2) The Corporation shall not amend its Articles of
                Incorporation without the approval, by vote or written consent,
                of the holders of more than 50% of the Series A Preferred Stock
                voting as a single class if such amendment would change any of
                the rights, preferences, privileges of or limitations provided
                for herein for the benefit of the Series A Preferred Stock.
 
 
 
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<PAGE>   9
 
        (f)     Replacement of Certificates. Upon receipt of evidence reasonably
                satisfactory to the Corporation of the loss, theft, destruction,
                or mutilation of any certificate representing any of the Series
                A Preferred Stock, and, in the case of loss, theft, or
                destruction, the execution of an agreement satisfactory to the
                Corporation to indemnify the Corporation from any loss incurred
                by it in connection therewith, the Corporation will issue, or
                cause to be issued, a new certificate representing such Series A
                Preferred Stock in lieu of such lost, stolen, destroyed, or
                mutilated certificate.
 
 
FIFTH: The name and the mailing address of the incorporator are as follows:
 
<TABLE>
<CAPTION>
                NAME                                MAILING ADDRESS
                <S>                                 <C>
                Daniel Howard                       701 "B" Street, Suite 2100
                                                    San Diego, California  92101
</TABLE>
 
SIXTH:          (1) The business and affairs of the Corporation shall be managed
                by or under the direction of a Board of Directors consisting of
                not less than 4 nor more than 11 directors, the exact number of
                directors to be determined from time to time solely by
                resolution adopted by the affirmative vote of a majority of the
                entire Board of Directors.
 
                (2) The directors shall be divided into three classes,
                designated Class I, Class II and Class III. Each class shall
                consist, as nearly as may be possible, of one-third of the total
                number of directors constituting the entire Board of Directors.
                Each director shall serve for a term ending on the date of the
                third annual meeting of stockholders next following the annual
                meeting at which such director was elected, provided that
                directors initially designated as Class I directors shall serve
                for a term ending on the date of the 1997 annual meeting,
                directors initially designated as Class II directors shall serve
                for a term ending on the date of the 1998 annual meeting, and
                directors initially designated as Class III directors shall
                serve for a term ending on the date of the 1999 annual meeting.
                Notwithstanding the foregoing, each director shall hold office
                until such director's successor shall have been duly elected and
                qualified or until such director's earlier death, resignation or
                removal. If the number of directors is changed, any increase or
                decrease shall be apportioned among the classes so as to
                maintain the number of directors in each class as nearly equal
                as possible, but in no event will a decrease in the number of
                directors shorten the term of any incumbent director. Vacancies
                on the Board of Directors resulting from death, resignation,
                removal or otherwise and newly created directorships resulting
                from any increase in the number of directors may be filled
                solely by a majority of the directors then in office (although
                less than a quorum) or by a sole remaining director, and each
                director so elected shall hold office for a term that shall
                coincide with the remaining term of the class to which such
                director shall have been elected. Whenever the holders of one or
                more classes or series of Preferred Stock shall have the right,
                voting separately as a class or series, to elect directors, the
                nomination, election, term of office, filling of vacancies,
                removal and other features of such directorships shall not be
                governed by this ARTICLE SIXTH unless otherwise provided for in
                the certificate of designation for such classes or series.
 
                (3) No director may be removed from office by the stockholders
                except for cause with the affirmative vote of the holders of not
                less than a majority of the total voting power of all
                outstanding securities of the Corporation then entitled to vote
                generally in the election of directors, voting together as a
                single class.
 
 
 
                                       9
<PAGE>   10
 
SEVENTH: The Corporation is to have perpetual existence.
 
EIGHTH: The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation and for the further definition
of the powers of the Corporation and its directors and stockholders:
 
                (1) The Board of Directors shall have the power to adopt, amend
                or repeal the by-laws of the Corporation.
 
                        The stockholders may adopt, amend or repeal the by-laws
                only with the affirmative vote of the holders of not less than
                66 2/3% of the total voting power of all outstanding securities
                of the Corporation then entitled to vote generally in the
                election of directors, voting together as a single class.
 
                (2) Elections of directors need not be by written ballot unless
                the by-laws of the Corporation so provide.
 
                (3) Any action required or permitted to be taken at any annual
                or special meeting of stockholders may be taken only upon the
                vote of stockholders at an annual or special meeting duly
                noticed and called in accordance with Delaware Law, and may not
                be taken by written consent of stockholders without a meeting.
 
                (4) Special meetings of stockholders may be called by the Board
                of Directors, the Chairman of the Board of Directors, the
                President or the Secretary of the Corporation and may not be
                called by any other person. Notwithstanding the foregoing,
                whenever holders of one or more classes or series of Preferred
                Stock shall have the right, voting separately as a class or
                series, to elect directors, such holders may call special
                meetings of such holders pursuant to the certificate of
                designation for such classes or series.
 
 
 
                                       10
<PAGE>   11
 
NINTH: No director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the Law, (iii) under Section 174 of the General Corporation law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
 
                3. That said Second Amended and Restated Certificate of
Incorporation was approved by the affirmative vote of a majority of the
outstanding shares of the Corporation's Common Stock at the annual meeting of
stockholders.
 
                4. That said Second Amended and Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware.
 
 
 
                                       11
<PAGE>   12
 
        IN WITNESS WHEREOF, VIASAT, INC. has caused this Certificate to be
signed by Mark D. Dankberg, its President and Gregory D. Monahan, its Secretary,
this 26th day of September, 2000.
 
 
                                            VIASAT, INC.
                                            a Delaware corporation
 
 
                                            By: /s/Mark D. Dankberg
                                               ---------------------------------
                                            Name: Mark D. Dankberg
                                            Title: President
 
 
ATTEST
 
 
 
/s/Gregory D. Monahan
------------------------------------
Name: Gregory D. Monahan
Title: Secretary