Exhibit      3.1

 

**RESTATED      CERTIFICATE OF INCORPORATION**

**OF**

**SOCKET MOBILE, INC.**

                 Socket      Mobile, Inc., a corporation organized and existing under the laws of the      State of Delaware (the "Corporation"), hereby certifies that:

           1. The name of the Corporation      is Socket Mobile, Inc.

           2. The date of filing      of the Corporation's original Certificate of Incorporation with the Secretary      of State of the State of Delaware was May 3, 1995.

           3. The Corporation was      originally known as Socket Communications, Inc. On April 23, 2008, in connection      with the filing of a Certificate of Amendment of Certification of Incorporation,      its name was changed to Socket Mobile, Inc.

           4. This Restated Certificate      of Incorporation has been duly adopted by the Board of Directors of the      Corporation without a vote of the stockholders of the Corporation in accordance      with the applicable provisions of Sections 141 and 245 of the General Corporation      Law of the State of Delaware.

           5. This Restated Certificate      of Incorporation was duly adopted by the Corporation's Board of Directors      in accordance with the provisions of Section 245 of the General Corporation      Law of the State of Delaware and only restates and integrates, but does      not further amend, the provisions of the Corporation's Certificate of Incorporation,      as heretofore amended or supplemented. The text of the Certificate of Incorporation      of the Corporation is hereby restated without further amendment to read      as follows:

 

 

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***ARTICLE      I***

           The name      of the corporation is Socket Mobile, Inc. (the "Corporation").

***ARTICLE      II***

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

***ARTICLE      III***

           The purpose of the Corporation      is to engage in any lawful act or activity for which corporations may be      organized under the General Corporation Law of Delaware.

***ARTICLE      IV***

           The Corporation      is authorized to issue two classes of shares of stock to be designated,      respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001      par value. The total number of shares that the Corporation is authorized      to issue is 103,000,000 shares. The number of shares of Common Stock authorized      is 100,000,000. The number of shares of Preferred Stock authorized is 3,000,000.

           The Preferred Stock may      be issued from time to time in one or more series pursuant to a resolution      or resolutions providing for such issue duly adopted by the Board of Directors      (authority to do so being hereby expressly vested in the Board). The Board      of Directors is further authorized to determine or alter the rights, preferences,      privileges and restrictions granted to or imposed upon any wholly unissued      series of Preferred Stock and to fix the number of shares of any series      of Preferred Stock and the designation of any such series of Preferred Stock.      The Board of Directors, within the limits and restrictions stated in any      resolution or resolutions of the Board of Directors originally fixing the      number of shares constituting any series, may increase or decrease (but      not below the number of shares in any such series then outstanding) the      number of shares of any series subsequent to the issue of shares of that      series.

***ARTICLE      V***

           The Corporation      reserves the right to amend, alter, change, or repeal any provision contained      in this Certificate of Incorporation, in the manner now or hereafter prescribed      by statute, and all rights conferred upon the stockholders herein are granted      subject to this right.

***ARTICLE      VI***

           The Corporation is to      have perpetual existence.

***ARTICLE      VII***

           1. Limitation of Liability.      To the fullest extent permitted by the General Corporation Law of the State      of Delaware as the same exists or as may hereafter be amended, a director      of the Corporation shall not be personally liable to the Corporation or      its stockholders for monetary damages for breach of fiduciary duty as a      director.

 

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           2. Indemnification. The      Corporation may indemnify to the fullest extent permitted by law any person      made or threatened to be made a party to an action or proceeding, whether      criminal, civil, administrative or investigative, by reason of the fact      that such person or his or her testator or intestate is or was a director,      officer or employee of the Corporation, or any predecessor of the Corporation,      or serves or served at any other enterprise as a director, officer or employee      at the request of the Corporation or any predecessor to the Corporation.

           3. Amendments. Neither      any amendment nor repeal of this Article VII, nor the adoption of any provision      of the Corporation's Certificate of Incorporation inconsistent with this      Article VII, shall eliminate or reduce the effect of this Article VII, in      respect of any matter occurring, or any action or proceeding accruing or      arising or that, but for this Article VII, would accrue or arise, prior      to such amendment, repeal, or adoption of an inconsistent provision.

***ARTICLE      VIII***

           In the event      any shares of Preferred Stock shall be redeemed or converted pursuant to      the terms hereof, the shares so converted or redeemed shall not revert to      the status of authorized but unissued shares, but instead shall be canceled      and shall not be re-issuable by the Corporation.

***ARTICLE      IX***

           At all elections      of directors of the corporation, each holder of stock of any class or series      shall be entitled to as many votes as shall equal the number of votes which      (except for this provision as to cumulative voting) such holder would be      entitled to cast for the election of directors with respect to his shares      of stock multiplied by the number of directors to be elected by him, and      the holder may cast all of such votes for a single director or may distribute      them among the number of directors to be voted for, or for any lesser number      of them as such holder may see fit, so long as the name of the candidate      for director shall have been placed in nomination prior to the voting and      the stockholder, or any other holder of the same class or series of stock,      has given notice at the meeting prior to the voting of the intention to      cumulate votes.

***ARTICLE      X***

           The number of directors      which constitutes the whole Board of Directors of the corporation shall      be designated in the Bylaws of the corporation. Elections of directors need      not be by written ballot unless the Bylaws of the corporation shall so provide.

***ARTICLE      XI***

           In furtherance and not      in limitation of the powers conferred by statute, the Board of Directors      is expressly authorized to make, alter, amend or repeal the Bylaws of the      corporation.

***ARTICLE      XII***

           ***No      action shall be taken by the stockholders of the corporation except at an      annual or special meeting of the stockholders called in accordance with      the Bylaws and no action shall be taken by the stockholders by written consent.***

 

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***ARTICLE      XIII***

           Meetings of stockholders      may be held within or without the State of Delaware, as the Bylaws may provide.      The books of the Corporation may be kept (subject to any provision contained      in the statutes) outside of 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 the Corporation.

           The undersigned declares      under penalty of perjury that the matters set forth in the foregoing certificate      are true and correct of his own knowledge.

**           IN WITNESS WHEREOF**, the undersigned has executed      this Restated Certificate of Incorporation this 23rd day of April 2008.

 
| /s/            David W. DunlapDavid W.            DunlapChief            Financial Officer and Vice President,Finance            and Administration |
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**CERTIFICATE      OF AMENDMENT      TO THE RESTATED CERTIFICATE OF INCORPORATION      OF SOCKET MOBILE, INC.**

**A Delaware      Corporation**

 

           Socket Mobile, Inc., a      corporation organized and existing under the laws of the State of Delaware      (the "Corporation"), hereby certifies that: 

           A: The name of this Corporation      is Socket Mobile, Inc. 

           B: The date of filing      of this Corporation's original Certificate of Incorporation with the Secretary      of State of Delaware was May 3, 1995. 

           C: Pursuant to Section      242 of the Delaware General Corporation Law, this Certificate of Amendment      hereby amends the provisions of the Corporation's Restated Certificate of      Incorporation by deleting the first paragraph of Article IV and substituting      therefor a new first paragraph to read in its entirety as follows: 

 

ARTICLE IV 

           The Corporation is authorized      to issue two classes of shares to be designated, respectively, Common Stock,      $0.001 par value, and Preferred Stock, $0.001 par value. The total number      of shares that the Corporation is authorized to issue is 13,000,000 shares.      The number of shares of Common Stock authorized is 10,000,000. The number      of shares of Preferred Stock authorized is 3,000,000. Effective as of 5:00      p.m., Eastern time, on the date this Certificate of Amendment to the Restated      Certificate of Incorporation is filed with the Secretary of State of the      State of Delaware, each ten (10) shares of the Corporation's Common Stock,      par value $0.001 per share, issued and outstanding shall, automatically      and without any action on the part of the respective holders thereof, be      combined and reconstituted as one (1) share of Common Stock, par value $0.001      per share, of the Corporation. No fractional shares shall be issued, and,      in lieu thereof, any holder of a fractional share of Common Stock as a result      of the reverse stock split shall be entitled to receive a cash amount (without      interest) equal to the fair market value of such fraction based upon the      average of the closing bid prices of the Common Stock as reported on The      NASDAQ Capital Market for each of the five trading days immediately preceding      the effective date of this Certificate of Amendment.

 

 

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           D: This Certificate of      Amendment to the Restated Certificate of Incorporation has been duly adopted      by the stockholders of the Corporation in accordance with the provisions      of Section 242 of the Delaware General Corporation Law. 

 

 

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           IN WITNESS      WHEREOF, Socket Mobile, Inc. has caused this Certificate of Amendment to      the Restated Certificate of Incorporation to be signed by David Dunlap,      its Chief Financial Officer and Vice President, Finance and Administration,      this 23rd day of October, 2008. 

 
| SOCKET            MOBILE, INC./s/ David W. DunlapDavid W.            DunlapChief            Financial Officer and Vice President,Finance            and Administration |
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