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                                                                    EXHIBIT 3.01

                          SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                              TRANSMETA CORPORATION

                   (ORIGINALLY INCORPORATED ON JULY 11, 2000)

        Transmeta Corporation, a Delaware corporation, hereby certifies that the
Second Amended and Restated Certificate of Incorporation of the corporation
attached hereto as Exhibit A, which is incorporated herein by this reference,
has been duly adopted by the corporation's Board of Directors and stockholders
in accordance with Sections 242 and 245 of the Delaware General Corporation Law,
with the approval of the corporation's stockholders having been given by written
consent without a meeting in accordance with Section 228 of the Delaware General
Corporation Law.


        IN WITNESS WHEREOF, said corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by its by duly authorized
officer.

Dated: Nov. 10, 2000

                                            TRANSMETA CORPORATION

                                            /s/ MARK K. ALLEN
                                            ------------------------------------
                                            Mark Allen, President


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                                                                       EXHIBIT A


                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                              TRANSMETA CORPORATION

                                    ARTICLE I

              The name of the corporation is Transmeta Corporation.

                                   ARTICLE II

        The address of the registered office of the corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at that address is Incorporating Services, Ltd.

                                   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 the State of Delaware.

                                   ARTICLE IV

        The total number of shares of all classes of stock which the corporation
has authority to issue is 1,005,000,000 shares, consisting of two classes:
1,000,000,000 shares of Common Stock, $0.00001 par value per share, and
5,000,000 shares of Preferred Stock, $0.00001 par value per share.

        The Board of Directors is authorized, subject to any limitations
prescribed by this Article IV or the law of the State of Delaware, to provide
for the issuance of the shares of Preferred Stock in one or more series, and, by
filing a Certificate of Designation pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares to be included
in each such series, to fix the designation, powers, preferences and rights of
the shares of each such series and any qualifications, limitations or
restrictions thereof, and to increase or decrease the number of shares of any
such series (but not below the number of shares of such series then
outstanding). The number of authorized shares of Preferred Stock may also be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the corporation entitled to vote, unless a vote of any other holders is
required pursuant to this Article IV or to a Certificate or Certificates of
Designation establishing a series of Preferred Stock.

        Except as otherwise expressly provided in this Article IV or in any
Certificate of Designation designating any series of Preferred Stock pursuant to
the foregoing provisions of this Article IV, any new series of Preferred Stock
may be designated, fixed and determined as provided herein by the Board of
Directors without approval of the holders of Common Stock or the holders of
Preferred Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend
rights, liquidation


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rights, redemption rights and conversion rights, senior to, junior to or pari
passu with the rights of the Common Stock, the Preferred Stock, or any future
class or series of Preferred Stock or Common Stock.

                                    ARTICLE V

        In furtherance of and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of this corporation, subject to the right of the stockholders
entitled to vote with respect thereto, in accordance with the provisions of such
Bylaws, to alter and repeal the Bylaws adopted or amended by the Board of
Directors. Notwithstanding any other provisions of law, this Certificate of
Incorporation or the Bylaws, each as amended, and notwithstanding the fact that
a lesser percentage may be specified by law, this Certificate of Incorporation
or the Bylaws, the affirmative vote of the holders of at least sixty six and
two-thirds percent (66 2/3%) of the outstanding voting stock then entitled to
vote at an election of directors, voting together as a single class, shall be
required to alter, change, amend, repeal or adopt any provision inconsistent
with this Article V.

                                   ARTICLE VI

        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 conduct of the affairs of the corporation shall be managed under
the direction of the Board of Directors. The number of directors shall be fixed
from time to time exclusively by resolution of the Board of Directors.

        (B) Notwithstanding the foregoing provision of this Article VI, each
director shall hold office until such director's successor is elected and
qualified, or until such director's earlier death, resignation or removal. No
decrease in the authorized number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

        (C) Subject to the rights of the holders of any series of Preferred
Stock, any vacancy occurring in the Board of Directors for any cause, and any
newly created directorship resulting from any increase in the authorized number
of directors, shall, unless (i) the Board of Directors determines by resolution
that any such vacancies or newly created directorships shall be filled by the
stockholders, or (ii) as otherwise provided by law, be filled only by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director, 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.

        (D) Subject to the rights of the holders of any series of Preferred
Stock then outstanding, and unless otherwise required by law, any director or
the entire Board of Directors of the Corporation may be removed only for cause
and only by the affirmative vote of the holders of at least sixty six and
two-thirds percent (66 2/3%) of the shares then entitled to vote at an election
of directors.


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        (E) Classification of Board of Directors:

                (1) The provisions of this Article VI, Section (E) are subject
to the rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances. As used in this Article VI,
Section (E), the term "INITIAL PUBLIC OFFERING" shall mean the initial public
offering of the corporation pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock to the public.

                (2) In the event that the corporation is prohibited from
dividing its board of directors into three classes in accordance with subsection
(3) below through the operation of Section 2115 of the California General
Corporation Law, at each annual meeting of stockholders, each director shall be
elected for a term of office to expire at the first succeeding annual meeting of
stockholders after his or her election, or until such director's earlier death,
resignation or removal.

                (3) Unless otherwise provided pursuant to subsection (2) above,
the directors shall be divided, with respect to the time for which they
severally hold office, 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 (the "BOARD
CLASSIFICATION RESOLUTIONS"), with the number of directors in each class to be
divided as equally as reasonably possible. No one class shall have more than one
director more than any other class. The term of office of the Class I directors
shall expire at the corporation's first annual meeting of stockholders following
the closing of the Initial Public Offering, the term of office of the Class II
directors shall expire at the corporation's second annual meeting of
stockholders following the closing of the Initial Public Offering, and the term
of office of the Class III directors shall expire at the corporation's third
annual meeting of stockholders following the closing of the Initial Public
Offering. At each annual meeting of stockholders commencing with the first
annual meeting of stockholders following the closing of the Initial Public
Offering, each director elected to succeed a director of the class whose term
then expires shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after his or her election, or until
such director's earlier death, resignation or removal.

                (4) In the event that, at any annual meeting of stockholder, the
directors are elected, pursuant to subsection (2) above, for a term of office to
expire at the first succeeding annual meeting of stockholders after their
election (the "Non-Classified Board Meeting"), then, with respect to the first
annual meeting of stockholders (the "SUCCEEDING MEETING") following the
Non-Classified Board Meeting respecting which the corporation is no longer
prohibited through the operation of Section 2115 of the California General
Corporation Law from dividing its board of directors into three classes, the
directors shall again be divided, with respect to the time for which they
severally hold office, into three classes designated as Class I, Class II and
Class III, respectively, and shall be assigned to each class in accordance with
the Board Classification Resolutions previously adopted, and as the same may be
subsequently modified. The term of office of the Class I directors shall expire
at the Succeeding Meeting, the term of office of the Class II directors shall
expire at the corporation's first annual meeting of stockholders following the
Succeeding Meeting, and the term of office of the Class III directors shall
expire at the corporation's second annual meeting of stockholders following the
Succeeding


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Meeting. At each annual meeting of stockholders commencing with the Succeeding
Meeting, each director elected to succeed a director of the class whose term
then expires shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after his or her election, or until
such director's earlier death, resignation or removal.

                (5) In the event of any increase or decrease in the authorized
number of directors, (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member and (ii) the newly
created or eliminated directorships resulting from such increase or decrease
shall be apportioned by the Board of Directors among the three classes of
directors so as to ensure that no one class has more than one director more than
any other class. To the extent possible, consistent with the foregoing rule, any
newly created directorships shall be added to those classes whose terms of
office are to expire at the latest dates following such allocation, and any
newly eliminated directorships shall be subtracted from those classes whose
terms of office are to expire at the earliest dates following such allocation,
unless otherwise provided from time to time by resolution adopted by the Board
of Directors.

        (F) Election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.

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

        (H) Advance notice of stockholder nominations for the election of
directors of the corporation and of business to be brought by stockholders
before any meeting of stockholders of the corporation shall be given in the
manner provided in the Bylaws of the corporation. Business transacted at special
meetings of stockholders shall be confined to the purpose or purposes stated in
the notice of meeting.

        (I) Notwithstanding any other provisions of law, this Certificate of
Incorporation or the Bylaws, each as amended, and notwithstanding the fact that
a lesser percentage may be specified by applicable law, this Certificate of
Incorporation or the Bylaws, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the corporation's outstanding
voting stock then entitled to vote at an election of directors, voting together
as a single class, shall be required to alter, change, amend, repeal or adopt
any provision inconsistent with this Article VI.

                                   ARTICLE VII

        To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended. Neither
any amendment nor repeal of this Article VII, nor the adoption of any provision
of this Certificate of Incorporation inconsistent with this Article VII, shall
eliminate, reduce or otherwise adversely affect any limitation on the


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personal liability of a director of the corporation existing at the time of such
amendment, repeal or adoption of such an inconsistent provision.









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