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Exhibit
3.2





RESTATED
CERTIFICATE OF INCORPORATION


OF


INTERNAP
NETWORK SERVICES CORPORATION


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Internap Network Services Corporation,
a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:





1.           The
name of the corporation is Internap Network Services Corporation. The date of
filing of its original Certificate of Incorporation with the Secretary of State
was July 25, 2001 under the name Internap Delaware, Inc.





2.           This
Restated Certificate of Incorporation only restates and integrates and does not
further amend the provisions of the Certificate of Incorporation of this
corporation as heretofore amended or supplemented and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.





3.           The
text of the Certificate of Incorporation as amended or supplemented heretofore
is hereby restated without further amendments or changes to read as herein set
forth in full:




I.





The name
of this Corporation (hereinafter called the “Corporation”) is INTERNAP NETWORK SERVICES
CORPORATION.





II.





The address of the registered office of
the Corporation in the State of Delaware is Corporation Trust Center, 1209
Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the
name of the registered agent of the Corporation at such address is The
Corporation Trust Company.





III.





The
purpose of this Corporation is to engage in any lawful activity or activity for
which a corporation may be organized under the General Corporation Law of the
State of Delaware.





IV.





A.          This
Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common Stock” and “Preferred Stock.” The total number of shares
which the Corporation is authorized to issue is 80,000,000 shares of stock. Such
shares shall be divided into two classes as follows:





(i)          60,000,000
shares of common stock (“Common Stock”), each having a
par value of one-tenth of one cent ($0.001).





(ii)         20,000,000
shares of preferred stock (“Preferred Stock”), each
having a par value of one-tenth of one cent ($0.001).




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B.          The
Preferred Stock may be issued from time to time in one or more series. The Board
of Directors is hereby authorized, by a filing a certificate (a “Preferred Stock Designation”)
pursuant to Delaware General Corporation Law (“DGCL”), to fix or alter from
time to time the designation, powers, preferences and rights of the shares of
each such Series And the qualifications, limitations or restrictions of any
wholly unissued series of Preferred Stock, and to establish from time to time
the number of shares constituting any such series or any of them; and to
increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be
decreased in accordance with the foregoing sentence, 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.





V.





For the
management of the business and for the conduct of the affairs of the
Corporation, and in further definition, limitation and regulation of the powers
of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:





A.          The
management of the business and the conduct of the affairs of the Corporation
shall be vested in its Board of Directors. The number of directors which shall
constitute the whole Board of Directors shall be fixed as provided in Section
(IV)(D)(3)(c) of this Certificate of Incorporation.





1.          BOARD OF DIRECTORS. Subject to
the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the directors shall be divided into
three classes designated as Class I, Class II and Class III, respectively.
Directors shall be assigned to each Class in accordance with a resolution or
resolutions adopted by the Board of Directors. As of the first annual meeting of
stockholders following the date upon which this Certificate of Incorporation was
filed, the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years. As of the second
annual meeting of stockholders following the date upon which this Certificate of
Incorporation was filed, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years. As
of the third annual meeting of stockholders following the date upon which this
Certificate of Incorporation was filed, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of three years. At each succeeding annual meeting of stockholders, directors
shall be elected for a full term of three years to succeed the directors of the
class whose terms expire at such annual meeting.





Notwithstanding
the foregoing provisions of this section, each director shall serve until his
successor is duly elected and qualified or until his death, resignation or
removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.





2.           REMOVAL OF DIRECTORS. Neither
the Board of Directors nor any individual director may be removed without cause.
Subject to any limitation imposed by law, any individual director or directors
may be removed with cause by the holders of a majority of the voting power of
the Corporation entitled to vote at an election of directors.





3.          VACANCIES.





(a)         Subject
to the rights of the holders of any series of Preferred Stock, any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships resulting from any
increase in the number of directors, shall, unless the Board of Directors
determines by resolution that any such vacancies or newly created directorships
shall be filled by the stockholders, except as otherwise provided by law, be
filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors, and not by the
stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for which
the vacancy was created or occurred and until such director’s successor shall
have been elected or qualified. The stockholders may elect a director at any
time to fill any vacancy not filled by the directors, subject to Section
(V)(A)(4)(b) hereof.




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(b)          If
at any time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Delaware
Court of Chancery may, upon application of stockholder or stockholders holding
at least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directions then in offices as
aforesaid, which election shall be governed by Section 211 of DGCL.





B.          BYLAW AMENDMENTS.Subject to
paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended
or new Bylaws adopted by the affirmative vote of at least sixty-sixand two-thirds percent
(662/3%) of the
voting power of all the then-outstanding shares of the voting stock of the
Corporation entitled to vote. The Board of Directors shall also have the power
to adopt, amend or repeal the Bylaws by a resolution adopted by a majority of
the directors.





C.          The
directors of the Corporation need not be elected by written ballot unless the
Bylaws so provide.





D.          No
action shall be taken by the stockholders of the Corporation except at an Annual
Meeting or special meeting of the stockholders called in accordance with the
Bylaws. Notwithstanding the foregoing, any action that may be taken or that is
required by statute to be taken by the holders of the Company’s Series A
Preferred Stock at any annual or special meeting, may be taken without a
meeting, without prior notice and without a vote, if taken in accordance with
the procedures contained in the Bylaws.





E.           Advance
notice of stockholder nominations for the election of directors and of business
to be brought by stockholders before any meeting of the stockholders of the
Corporation shall be given in the manner provided in the Bylaws of the
Corporation.





VI.





A.          No
stockholder of this Corporation shall have, solely by reason of being a
stockholder, any preemptive or preferential right or subscription right to any
stock of this Corporation or to any obligations convertible into stock of this
Corporation, or to any warrant or option for the purchase thereof, except to the
extent provided by resolution or resolutions of the Board of Directors
establishing a series of Preferred Stock or by written agreement with this
Corporation.




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B.          In
any election for directors of the Corporation, a holder of shares of any class
or series of stock then entitled to vote has the right to vote in person or by
proxy the number of shares of stock held thereby for as many persons as there
are directors to be elected. No cumulative voting for directors shall be
permitted.





VII.





A.          The
liability of the directors for monetary damages shall be eliminated to the
fullest extent under applicable law.





B.          Any
repeal or modification of this Article VII shall be prospective and shall not
affect the rights under this Article VII in effect at the time of the alleged
occurrence of any act or omission to act giving rise to liability or
indemnification





VIII.





A.          The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner or hereafter
prescribed by statute, except as provided in paragraph B. of this Article VIII,
and all rights conferred upon the stockholders are granted subject to this
reservation.





B.          Notwithstanding
any other provisions of this Certificate of Incorporation or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of voting
stock required by law, this Certificate of Incorporation or any Preferred Stock
Designation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (662/3%) of the
voting power of all the then-outstanding shares of the voting stock, voting
together as a single class, shall be required to alter, amend or repeal Articles
V, VII and VIII of this Certificate of Incorporation.





4.           This
Restated Certificate of Incorporation was duly adopted by the Board of Directors
in accordance with Section 245 of the General Corporation Law of the State of
Delaware.





5.           This
Restated Certificate of Incorporation shall be effective upon
filing.





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IN WITNESS WHEREOF, said
Corporation has caused this Certificate to be signed by Richard P. Dobb, its
Chief Administrative Officer and General Counsel, this 26th day
of February, 2010.








INTERNAP
      NETWORK SERVICES CORPORATIONBy:
            /s/ Richard P. DobbRichard
      P. DobbAuthorized
      Officer









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