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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            MIPS TECHNOLOGIES, INC.
 
    MIPS TECHNOLOGIES, INC., a Delaware corporation, hereby certifies as
follows:
 
    1. The name of the corporation is MIPS Technologies, Inc. (the
"Corporation"). The date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware (the "Delaware Secretary of
State") was June 8, 1992, and the Restated Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on June 30, 1998. The
original name of the Corporation was MIPS Technologies, Inc.
 
    2. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware (the "DGCL"), this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
Restated Certificate of Incorporation of this Corporation. Pursuant to and in
accordance with Sections 242 and 245 of the DGCL, this Amended and Restated
Certificate of Incorporation was proposed by the directors of the Corporation
and adopted by the holders of a majority of the outstanding shares of capital
stock of the Corporation entitled to vote at a special meeting of the
stockholders.
 
    3. The text of the Certificate of Incorporation is hereby amended and
restated in its entirety to read as follows:
 
                                   ARTICLE I
                                      NAME
 
    The name of the corporation is MIPS Technologies, Inc. (the "Corporation").
 
                                   ARTICLE II
                                REGISTERED AGENT
 
    The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.
 
                                  ARTICLE III
                                    PURPOSE
 
    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 (the "DGCL") as the same exists or may hereafter be amended.
 
                                   ARTICLE IV
                                 CAPITAL STOCK
 
    SECTION 1.  (a) The total number of shares of all classes of capital stock
that the Corporation shall have the authority to issue is 300,000,000 shares, of
which (i) 150,000,000 shares shall be Class A Common Stock, par value $0.001 per
share (the "Class A Common Stock"), (ii) 100,000,000 shares shall be Class B
Common Stock, par value $0.001 per share (the "Class B Common Stock", and
together with the Class A Common Stock, the "Common Stock") and (iii) 50,000,000
shares shall be preferred stock, par value $0.001 per share (the "Preferred
Stock").
 
    (b) Any amendment to this Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") which shall increase or decrease the number
of authorized shares of any class or classes of
 
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stock may be adopted by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Corporation, irrespective of the
provisions of Section 242(b)(2) of the DGCL or any corresponding provision
hereinafter enacted.
 
    (c) Immediately upon the effectiveness of this Certificate of Incorporation,
each share of common stock of the Corporation, par value $0.001 per share,
issued and outstanding immediately prior to such effectiveness, shall be changed
into and reclassified as one share of Class A Common Stock.
 
    SECTION 2.  The following is a statement of the relative powers,
preferences, rights, qualifications, limitations and restrictions of the shares
of Class A Common Stock and Class B Common Stock:
 
        (a)  GENERAL.  Except as otherwise expressly provided herein or as
    provided by law, the relative powers, preferences, rights, and the relative
    participating, optional and other special rights, and the qualifications,
    limitations and restrictions of the shares of Class A Common Stock and Class
    B Common Stock shall be identical in all respects.
 
        (b)  DIVIDENDS OR DISTRIBUTIONS OF CASH OR PROPERTY.  Subject to the
    rights of the holders of any series of Preferred Stock, and except as
    otherwise provided for herein, the holders of Class A Common Stock and the
    holders of Class B Common Stock shall be entitled to receive such dividends
    and other distributions in cash, stock of any corporation (other than Common
    Stock of the Corporation) or property of the Corporation as may be declared
    thereon by the Board of Directors of the Corporation (the "Board of
    Directors") from time to time out of assets of the Corporation legally
    available therefor and shall share equally on a per share basis in all such
    dividends and other distributions.
 
        (c)  DIVIDENDS OR DISTRIBUTIONS OF COMMON STOCK.  In the case of
    dividends or other distributions payable in, or reclassifications involving,
    Common Stock, including distributions pursuant to stock splits or divisions
    of Common Stock, only shares of Class A Common Stock shall be paid or
    distributed with respect to shares of Class A Common Stock and only shares
    of Class B Common Stock shall be paid or distributed with respect to shares
    of Class B Common Stock. The number of shares of Class A Common Stock and
    Class B Common Stock so paid or distributed shall be equal in number on a
    per share basis.
 
        (d)  STOCK SUBDIVISIONS AND COMBINATIONS.  The Corporation shall not
    subdivide, reclassify or combine stock of either class of Common Stock
    without at the same time making a proportionate subdivision,
    reclassification or combination of the other class.
 
        (e)  VOTING.  Voting power shall be divided between the classes and
    series of stock as follows:
 
            (i) Subject to Section (2)(e)(ii) of this Article IV, with respect
       to the election of directors of the Corporation, holders of Class A
       Common Stock, voting separately as a class, shall be entitled to elect
       that number of directors (the "Class A Directors") which constitutes 20%
       of the number of members of the Board of Directors determined as provided
       in Section 2 of Article V (or, if such 20% is not a whole number, then
       the next lower whole number of directors that is closest to 20% of such
       membership). Each share of Class A Common Stock shall have one vote in
       the election of such directors. Subject to Section (2)(e)(ii) of this
       Article IV, holders of Class B Common Stock, voting separately as a
       class, shall be entitled to elect the remaining directors (other than
       directors elected by the holders of Preferred Stock). Each share of Class
       B Common Stock shall have one vote in the election of such directors. For
       purposes of this Section 2(e) and Section 2(f) of this Article IV,
       references to the number of members of the Board of Directors shall not
       include any directors whom the holders of any shares of Preferred Stock
       may have the exclusive right to elect as granted in accordance with
       Section 6(a) of this Article IV.
 
            (ii) At such time as all outstanding shares of Class B Common Stock
       shall have been converted into or exchanged for shares of Class A Common
       Stock in accordance with the
 
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       provisions of this Article IV, then Section 2(e)(i) of this Article IV
       shall have no further force or effect, and thereafter, subject to the
       rights of the holders of Preferred Stock, the holders of the Class A
       Common Stock, voting as a class, shall be entitled to elect all members
       of the Board of Directors.
 
           (iii) Except as otherwise specified herein, the holders of Class A
       Common Stock and holders of Class B Common Stock (A) shall in all matters
       not otherwise specified in this Section (2)(e) or Section (2)(f) of this
       Article IV vote together as a single class (including, without
       limitation, with respect to increases or decreases in the authorized
       number of shares of any class of Common Stock), with each share of Class
       A Common Stock and Class B Common Stock having one vote, and (B) shall be
       entitled to vote as separate classes only when required by law to do so
       under mandatory statutory provisions that may not be excluded or
       overridden by a provision of this Certificate of Incorporation.
 
            (iv) Except as set forth in this Section (2)(e) or Section (2)(f) of
       this Article IV, the holders of Class A Common Stock shall have exclusive
       voting power (except for any voting powers of any series of Preferred
       Stock) on all matters at any time when no Class B Common Stock is issued
       and outstanding, and the holders of Class B Common Stock shall have
       exclusive voting power (except for any voting powers of any series of
       Preferred Stock) on all matters at any time when no Class A Common Stock
       is issued and outstanding.
 
            (v) Notwithstanding anything to the contrary contained in this
       Section 2(e) of this Article IV, following a Tax-Free Spin-Off (as
       defined in Section 2(i)(i) of this Article IV), for so long as any person
       or entity or group of persons or entities acting in concert beneficially
       own 10% or more of the outstanding shares of Class B Common Stock, such
       person, entity or group shall not, with respect to any such shares of
       Class B Common Stock, have any voting powers in any election of directors
       or be entitled to exercise any voting rights in any election of directors
       unless such person or entity is also the beneficial owner of at least an
       equivalent percentage of the outstanding shares of Class A Common Stock.
       For purposes of this Section (2)(e)(v), a "beneficial owner" of Common
       Stock includes any person or entity or group of persons or entities who,
       directly or indirectly, including through any contract, arrangement,
       understanding, relationship or otherwise, written or oral, formal or
       informal, control the voting power (which includes the power to vote or
       to direct the voting) of such Common Stock.
 
        (f)  VACANCIES.  Any vacancy in the office of a director created by the
    death, resignation, disqualification or removal of a director may be filled
    by the vote of the majority of the directors then in office (or the sole
    remaining director) elected by (or appointed on behalf of) the same class of
    stock that elected the director (or on behalf of which the director was
    appointed) whose death, resignation, disqualification or removal created the
    vacancy, unless there are no such directors or no outstanding shares of such
    class of stock, in which case such vacancy may be filled by the vote of the
    majority of all directors then in office, even if less than a quorum, or by
    the sole remaining director. Notwithstanding anything in this Section (2)(f)
    or Section (2)(e) of this Article IV to the contrary, any vacancy in the
    office of a director created by the death, resignation, disqualification or
    removal of a director elected by (or appointed on behalf of) the holders of
    a class of stock may also be filled by a vote of holders of such class of
    stock, unless there are no outstanding shares of such class of stock, in
    which case any such vacancy may be filled by a vote of the holders of the
    remaining class of stock. Any director elected to fill a vacancy created by
    the death, resignation, disqualification or removal of a director shall hold
    office for the remainder of the full term of the director whose vacancy is
    being filled and until such director's successor shall have been elected and
    qualified unless removed and replaced pursuant to Section 4(c) of Article V
    and this Section 2(f).
 
        Subject to the rights, if any, of the holders of any series of Preferred
    Stock then outstanding, any vacancy on the Board of Directors that results
    from an increase in the number of directors shall be
 
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    filled by the vote of the majority of the directors then in office; PROVIDED
    that (unless all of the outstanding shares of Class B Common Stock shall
    have been converted into or exchanged for shares of Class A Common Stock)
    following such appointment, 20% of the number of members of the Board of
    Directors as so increased (or, if such 20% is not a whole number, then the
    next lower whole number of directors that is closest to 20% of such
    membership) consist of directors elected by (or appointed on behalf of) the
    holders of Class A Common Stock and the remaining members of the Board of
    Directors consist of directors elected by (or appointed on behalf of) the
    holders of the Class B Common Stock. Any director elected (or appointed) in
    accordance with the preceding sentence shall hold office for the remainder
    of the full term of the class of directors in which the new directorship was
    created and until such director's successor shall have been elected and
    qualified, unless such director is removed and replaced pursuant to Section
    4(c) of Article V and this Section 2(f).
 
        (g)  MERGER OR REORGANIZATION.  In the case of any reorganization or any
    consolidation of the Corporation with one or more other entities or a merger
    of the Corporation with another entity, each holder of a share of Class A
    Common Stock shall be entitled to receive with respect to such share the
    same kind and amount of shares of stock and other securities and property
    (including cash) receivable upon such reorganization, consolidation or
    merger by a holder of a share of Class B Common Stock, and each holder of a
    share of Class B Common Stock shall be entitled to receive with respect to
    such share the same kind and amount of shares of stock and other securities
    and property (including cash) receivable upon such reorganization,
    consolidation or merger by a holder of a share of Class A Common Stock;
    PROVIDED, HOWEVER, that, in the event that all of the outstanding shares of
    Class B Common Stock have not been converted into or exchanged for shares of
    Class A Common Stock, then (i) in any such reorganization, consolidation, or
    merger, the holders of shares of Class A Common Stock and the holders of
    shares of Class B Common Stock may receive different kinds of shares of
    stock if the only difference in such shares is the inclusion of voting
    rights which maintain the different voting rights of the holders of Class A
    Common Stock and holders of Class B Common Stock with respect to the
    election of the applicable percentage of the authorized number of members of
    the Board of Directors as described in Section (2)(e)(i) of this Article IV
    and (ii) if, pursuant to any such transaction all or substantially all of
    the Common Stock is exchanged for stock of another entity and such
    transaction is required to be accounted for as a pooling-of-interests under
    U.S. generally accepted accounting principles, the holders of shares of
    Class A Common Stock and the holders of shares of Class B Common Stock shall
    receive shares of stock in the acquiring entity based on the relative fair
    value of a share of Class A Common Stock and a share of Class B Common
    Stock. For purposes of this Section (2)(g), fair value shall be measured as
    of the announcement date for such transaction.
 
        (h)  LIQUIDATION.  In the event of any liquidation, dissolution or
    winding-up of the affairs of the Corporation, whether voluntary or
    involuntary, after payment in full of the amounts required to be paid to the
    holders of Preferred Stock, the remaining assets and funds of the
    Corporation shall be distributed pro rata to the holders of the Class A
    Common Stock and the holders of Class B Common Stock. For purposes of this
    Section 2(h), the voluntary sale, conveyance, lease, exchange or transfer
    (for cash, shares of stock, securities or other consideration) of all or
    substantially all of the assets of the Corporation or a consolidation or
    merger of the Corporation with one or more other entities (whether or not
    the Corporation is the corporation surviving such consolidation or merger)
    shall not be deemed to be a liquidation, dissolution or winding-up, whether
    voluntary or involuntary.
 
        (i)  CONVERSION.
 
            (i) Prior to the date on which shares of Class B Common Stock are
       distributed to the stockholders of Silicon Graphics, Inc., a Delaware
       corporation (Silicon Graphics, Inc., together with its successors,
       "Silicon Graphics"), in a Tax-Free Spin-Off (as defined below), each
       share of Class B Common Stock shall automatically convert into one share
       of Class A Common Stock upon the transfer of such share if, after such
       transfer, such share is not beneficially owned by
 
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       Silicon Graphics or any subsidiary of Silicon Graphics. Shares of Class B
       Common Stock shall not convert into shares of Class A Common Stock (A) in
       any transfer effected in connection with a distribution of Class B Common
       Stock to stockholders of Silicon Graphics in a transaction (including any
       distribution in exchange for shares of capital stock or other securities
       of Silicon Graphics) intended generally to qualify under Section 355 of
       the Internal Revenue Code of 1986, as amended from time to time (the
       "Code") (a "Tax-Free Spin-Off") or (B) in any transfer after a Tax-Free
       Spin-Off. Following a Tax-Free Spin-Off, shares of Class B Common Stock
       shall no longer be convertible into shares of Class A Common Stock except
       as set forth in Section (2)(i)(ii)-(v) of this Article IV.
 
           For purposes of this Section (2)(i), a Tax-Free Spin-Off shall be
       deemed to have occurred at the time shares are first transferred to
       stockholders of Silicon Graphics following receipt of an affidavit
       described in Section 2(i)(viii)(C) of this Article IV. For purposes of
       this Section (2)(i), the term "beneficially owned" with respect to shares
       of Class B Common Stock means ownership by a person or entity that,
       directly or indirectly, through any contract, arrangement, understanding,
       relationship or otherwise, controls the voting power (which includes the
       power to vote or to direct the voting) of such Class B Common Stock and
       the term "subsidiary" means, as to any person or entity, all corporations
       (other than the Corporation), partnerships, joint ventures, associations
       or other entities in which such person or entity beneficially owns
       (directly or indirectly) 50% or more of the outstanding voting stock,
       voting power, partnership interests or similar voting interests.
 
            (ii) In the event of a Tax-Free Spin-Off, each share of Class B
       Common Stock shall automatically convert into one share of Class A Common
       Stock on the fifth anniversary of the date on which shares of Class B
       Common Stock are first transferred to stockholders of Silicon Graphics in
       a Tax-Free Spin-Off if, at a meeting of stockholders called to approve
       such conversion, such conversion receives the approval of a majority of
       the votes entitled to be cast by the holders of the Class A Common Stock
       and the holders of the Class B Common Stock present and voting, voting
       together as a single class, unless, prior to such Tax-Free Spin-Off,
       Silicon Graphics delivers to the Corporation an opinion of counsel,
       reasonably satisfactory to the Corporation, to the effect that, based in
       part on conversations with the Internal Revenue Service (the "IRS")
       disclosed to the Corporation, such vote would have a material adverse
       effect on the ability of Silicon Graphics to timely obtain a favorable
       ruling from the IRS regarding the tax-free status of the Tax-Free
       Spin-Off. At the meeting of stockholders called for such purpose, every
       holder of Common Stock shall be entitled to one vote in person or by
       proxy for each share of Common Stock standing in his or her name on the
       transfer books of the Corporation. The holders of the Class B Common 
       Stock shall not be entitled to a separate class vote. Such conversion 
       shall be effective on the date on which such approval is given at a 
       meeting of stockholders called for such purpose.
 
           (iii) In the case of any merger or consolidation of the Corporation
       pursuant to which all or substantially all of the capital stock of the
       Corporation is exchanged for the stock of another entity and the
       stockholders of the Corporation immediately prior to such merger or
       consolidation own less than 50% of the outstanding shares of such other
       entity immediately after such merger or consolidation, each share of
       Class B Common Stock shall automatically convert into one share of Class
       A Common Stock immediately prior to the effectiveness of such merger or
       consolidation, unless, prior to a Tax-Free Spin-Off, Silicon Graphics
       delivers to the Corporation an opinion of counsel, reasonably
       satisfactory to the Corporation, to the effect that, based in part on
       conversations with the IRS disclosed to the Corporation, such automatic
       conversion would have a material adverse effect on the ability of Silicon
       Graphics to timely obtain a favorable ruling from the IRS regarding the
       tax-free status of the Tax-Free Spin-Off.
 
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            (iv) Prior to a Tax-Free Spin-Off, upon the closing of a merger or
       consolidation involving Silicon Graphics or a tender offer for the
       capital stock of Silicon Graphics, if the stockholders of Silicon
       Graphics immediately prior to such merger, consolidation or tender offer
       own less than 50% of the outstanding shares of capital stock of Silicon
       Graphics (or, if the capital stock of Silicon Graphics is exchanged or
       converted in any such transaction for capital stock of another
       corporation, such corporation) immediately after such merger,
       consolidation or tender offer, each share of Class B Common Stock held by
       Silicon Graphics or its successor shall automatically convert into one
       share of Class A Common Stock.
 
            (v) Prior to a Tax-Free Spin-Off, each share of Class B Common Stock
       shall automatically convert into one share of Class A Common Stock if at
       any time prior to such Tax-Free Spin-Off the aggregate number of
       outstanding shares of Class B Common Stock owned by Silicon Graphics
       and/or any of its subsidiaries is less than 50% of the aggregate number
       of shares of Common Stock then outstanding; PROVIDED, HOWEVER, that such
       automatic conversion shall not occur if, prior to the closing of any
       transaction or the occurrence of any event which would reduce the
       aggregate number of outstanding shares of Class B Common Stock owned by
       Silicon Graphics and/or any of its subsidiaries to less than 50% of the
       aggregate number of shares of Common Stock then outstanding, the
       independent directors of the Board of Directors and the Chief Executive
       Officer of the Corporation unanimously determine that such automatic
       conversion is not in the interests of the Corporation and its
       stockholders, other than Silicon Graphics, which determination shall be
       irrevocable and final. Upon the closing of any subsequent transaction or
       the occurrence of any event which would further reduce the percentage of
       the shares of Common Stock then outstanding held by Silicon Graphics,
       each share of Class B Common Stock shall automatically convert into one
       share of Class A Common Stock, unless, prior to the closing of any such
       transaction or the occurrence of any such event, the independent
       directors of the Board of Directors and the Chief Executive Officer of
       the Corporation unanimously determine that such automatic conversion is
       not in the interests of the Corporation and its stockholders, other than
       Silicon Graphics, which determination shall be irrevocable and final.
 
           Notwithstanding the foregoing, prior to a Tax-Free Spin-Off, each
       share of Class B Common Stock shall automatically convert into one share
       of Class A Common Stock if at any time prior to such Tax-Free Spin-Off
       the aggregate number of outstanding shares of Class B Common Stock owned
       by Silicon Graphics and/or any of its subsidiaries is less than 30% of
       the aggregate number of shares of Common Stock then outstanding.
 
            (vi) The Corporation will provide notice of any automatic conversion
       of all outstanding shares of Class B Common Stock to holders of record of
       the Common Stock as soon as practicable following such conversion;
       PROVIDED, HOWEVER, that the Corporation may satisfy such notice
       requirement by providing such notice prior to such conversion. Such
       notice shall be provided by mailing notice of such conversion, first
       class postage prepaid, to each holder of record of the Common Stock, at
       such holder's address as it appears on the transfer books of the
       Corporation; PROVIDED, HOWEVER, that neither the failure to give such
       notice nor any defect therein shall affect the validity of the automatic
       conversion of any shares of Class B Common Stock. Each such notice shall
       state, as appropriate, the following:
 
               (A) the automatic conversion date;
 
                (B) that all outstanding shares of Class B Common Stock are
           automatically converted;
 
                (C) the place or places at which certificates for such shares
           are to be surrendered for conversion; and
 
               (D) that no dividends will be declared on the shares of Class B
           Common Stock converted after such conversion date.
 
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           Immediately upon such conversion, the rights of the holders of shares
       of Class B Common Stock as such shall cease and such holders shall be
       treated for all purposes as having become the record owners of the shares
       of Class A Common Stock issued upon such conversion; PROVIDED, HOWEVER,
       that such persons shall be entitled to receive when paid any dividends
       declared on the Class B Common Stock as of a record date preceding the
       time of such conversion and unpaid as of the time of such conversion,
       subject to Section (2)(i)(vii) of this Article IV.
 
           (vii) Prior to a Tax-Free Spin-Off, no one other than those persons
       in whose names shares of Class B Common Stock become originally
       registered on the stock ledger of the Corporation by reason of their
       record ownership of shares of Class A Common Stock which were exchanged
       for shares of Class B Common Stock in accordance with the terms of the
       Exchange Agreement, effective upon the effectiveness of this Certificate
       of Incorporation, between the Corporation and Silicon Graphics or Section
       2(k) of this Article IV, or transferees or successive transferees who
       receive shares of Class B Common Stock in connection with a transfer
       which meets the qualifications set forth in Section 2(i)(viii) of this
       Article IV below, shall, by virtue of the acquisition of a certificate
       representing shares of Class B Common Stock, have the status of an owner
       or holder of shares of Class B Common Stock or be recognized as such by
       the Corporation or be otherwise entitled to enjoy the benefit of the
       special voting rights of a holder of shares of Class B Common Stock.
 
          (viii) Prior to a Tax-Free Spin-Off, shares of Class B Common Stock
       shall be transferred on the books of the Corporation and a new
       certificate therefor issued, upon presentation at the office of the
       Secretary of the Corporation (or at such additional place or places as
       may from time to time be designated by the Secretary or any Assistant
       Secretary of the Corporation) of the certificate representing such
       shares, in proper form for transfer and accompanied by all requisite
       stock transfer tax stamps, only if such certificate when so presented
       shall also be accompanied by any one of the following:
 
               (A) an affidavit from Silicon Graphics stating that such
           certificate is being presented to effect a transfer by Silicon
           Graphics of such shares to a subsidiary of Silicon Graphics; or
 
                (B) an affidavit from Silicon Graphics stating that such
           certificate is being presented to effect a transfer by any subsidiary
           of Silicon Graphics of such shares to Silicon Graphics or another
           subsidiary of Silicon Graphics; or
 
                (C) an affidavit from Silicon Graphics stating that such
           certificate is being presented to effect a transfer by Silicon
           Graphics of such shares to the stockholders of Silicon Graphics in
           connection with a Tax-Free Spin-Off.
 
           Each affidavit of a record holder furnished pursuant to this Section
       2(i)(viii) shall be verified as of a date not earlier than five days
       prior to the date of delivery thereof, and, if such record holder is a
       corporation or partnership, shall be verified by an officer of such
       corporation or by a general partner of such partnership, as the case may
       be.
 
           If a record holder of shares of Class B Common Stock shall deliver a
       certificate representing such shares, endorsed by him or her for transfer
       or accompanied by an instrument of transfer signed by him or her, to a
       person who receives such shares in connection with a transfer which does
       not meet the qualifications set forth in this Section 2(i)(viii), then
       such person or any successive transferee of such certificate may treat
       such endorsement or instrument as authorizing him or her on behalf of
       such record holder to convert such shares into shares of Class A Common
       Stock in the manner above provided, for the purpose of the transfer to
       himself or herself of the shares of Class A Common Stock issuable upon
       such conversion, and to give on behalf of such record holder the written
       notice of conversion above required, and may convert such shares of Class
       B Common Stock accordingly.
 
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           If such shares of Class B Common Stock shall have been improperly
       registered in the name of such a person (or in the name of any successive
       transferee of such certificate) and a new certificate therefor issued,
       such person or transferee shall surrender such new certificate for
       cancellation, accompanied by the written notice of conversion above
       required, in which case (A) such person or transferee shall be deemed to
       have elected to treat the endorsement on (or instrument of transfer
       accompanying) the certificate so delivered by such former record holder
       as authorizing such person or transferee on behalf of such former record
       holder so to convert such shares and so to give such notice, (B) the
       shares of Class B Common Stock registered in the name of such former
       record holder shall be deemed to have been surrendered for conversion for
       the purpose of the transfer to such person or transferee of the shares of
       Class A Common Stock issuable upon conversion and (C) the appropriate
       entries shall be made on the books of the Corporation to reflect such
       action.
 
           In the event that the Board of Directors (or any committee of the
       Board of Directors, or any officer of the Corporation, designated for the
       purpose by the Board of Directors) shall determine, upon the basis of
       facts not disclosed in any affidavit or other document accompanying the
       certificate representing shares of Class B Common Stock when presented
       for transfer, that such shares of Class B Common Stock have been
       registered in violation of the provisions of Section 2(i)(viii), or shall
       determine that a person is enjoying for his or her own benefit the
       special rights and powers of shares of Class B Common Stock in violation
       of such provisions, then the Corporation shall take such action at law or
       in equity as is appropriate under the circumstances. An unforeclosed
       pledge made to secure a bona fide obligation shall not be deemed to
       violate such provisions.
 
            (ix) Prior to the occurrence of a Tax-Free Spin-Off, every
       certificate representing shares of Class B Common Stock shall bear a
       legend on the face thereof reading as follows:
 
               "The shares of Class B Common Stock represented by this
           certificate may not be transferred to any person in connection with a
           transfer that does not meet the qualifications set forth in Section
           2(i)(viii) of Article IV of the Amended and Restated Certificate of
           Incorporation of this Corporation, as amended, and no person who
           receives such shares in connection with a transfer which does not
           meet the qualifications prescribed by Section 2(i)(viii) of said
           Article IV is entitled to own or to be registered as the record
           holder of such shares of Class B Common Stock. Each holder of this
           certificate, by accepting the same, accepts and agrees to all of the
           foregoing."
 
           Upon and after the transfer of shares in a Tax-Free Spin-Off, shares
       of Class B Common Stock shall no longer bear the legend set forth above
       in this Section 2(i)(ix).
 
            (x) Upon any conversion of shares of Class B Common Stock into
       shares of Class A Common Stock pursuant to the provisions of this Section
       (2)(i), any dividend for which the record date or payment date shall be
       subsequent to such conversion which may have been declared on the shares
       of Class B Common Stock so converted shall be deemed to have been
       declared, and shall be payable, with respect to the shares of Class A
       Common Stock into or for which such shares of Class B Common Stock shall
       have been so converted, and any such dividend which shall have been
       declared on such shares payable in shares of Class B Stock shall be
       deemed to have been declared, and shall be payable, in shares of Class A
       Common Stock.
 
            (xi) The Corporation shall at all times reserve and keep available,
       out of its authorized but unissued Common Stock, such number of shares of
       Class A Common Stock as would become issuable upon the conversion of all
       shares of Class B Common Stock then outstanding.
 
           (xii) The Corporation will not be required to pay any documentary,
       stamp or similar issue or transfer taxes payable in respect of the issue
       or delivery of shares of Class A Common Stock on
 
                                       8
<PAGE>
       the conversion of shares of Class B Common Stock pursuant to Section
       (2)(i) of this Article IV, and no such issue or delivery shall be made
       unless and until the person requesting such issue has paid to the
       Corporation the amount of such tax or has established, to the
       satisfaction of the Corporation, that such tax has been paid.
 
        (j)  EXCHANGE.  (i) If, prior to a Tax-Free Spin-Off (A) the Code has
    been amended by the enactment of new legislation which, in effect, generally
    imposes a requirement to the effect that in a tax-free spin-off or split-off
    of a subsidiary, the distributing company must hold not less than 80% of the
    value of all or a portion of the subsidiary's stock (such change in the Code
    being a "Change in Tax Law") and (ii) Silicon Graphics receives from the
    Corporation an opinion of counsel reasonably satisfactory to Silicon
    Graphics that such Change in Tax Law would apply to a Tax-Free Spin-Off,
    then Silicon Graphics shall, and shall cause each of its subsidiaries (other
    than the Corporation) to, exchange all of the shares of Class B Common Stock
    that it owns, directly or indirectly, for shares of Class A Common Stock on
    a one-for-one basis.
 
           (ii) In the event a Tax-Free Spin-Off has occurred, the Corporation
       may exchange all (but not less than all) of the outstanding shares of
       Class B Common Stock for shares of Class A Common Stock on a one-for-one
       basis, PROVIDED, HOWEVER, this Section (2)(j)(ii) of this Article IV
       shall have no further force or effect if, prior to a Tax-Free Spin-Off,
       Silicon Graphics delivers to the Corporation an opinion of counsel,
       reasonably satisfactory to the Corporation, to the effect that, based in
       part on conversations with the IRS disclosed to the Corporation, the
       inclusion of this Section (2)(j)(ii) of this Article IV would have a
       material adverse effect on the ability of Silicon Graphics to timely
       obtain a favorable ruling from the IRS regarding the tax-free status of
       the Tax-Free Spin-Off.
 
        (k)  COMMON STOCK OWNED BY SILICON GRAPHICS.  Prior to the occurrence of
    a Tax-Free Spin-Off and if all of the shares of Class B Common Stock held by
    Silicon Graphics and any Subsidiary (as defined in Section 2(i)(i)) of
    Silicon Graphics have not been previously converted into or exchanged for
    shares of Class A Common Stock, each share of Class A Common Stock held by
    Silicon Graphics and any Subsidiary (as defined in Section 2(i)(i)) of
    Silicon Graphics, however acquired, shall, immediately upon such
    acquisition, automatically convert into one share of Class B Common Stock.
    Notwithstanding the foregoing, after the occurrence of a Tax-Free Spin-Off,
    any shares of Class A Common Stock held by Silicon Graphics and any
    Subsidiary (as defined in Section 2(i)(i)) of Silicon Graphics, however
    acquired, shall remain shares of Class A Common Stock.
 
    SECTION 3.  The Corporation shall not reissue or resell any shares of Class
B Common Stock which shall have been converted into or exchanged for shares of
Class A Common Stock pursuant to or as permitted by the provisions of Section
(2)(i) or Section 2(j) of this Article IV, or any shares of Class B Common Stock
which shall have been acquired by the Corporation in any other manner. The
Corporation shall, from time to time, take such appropriate action as may be
necessary to retire such shares and to reduce the authorized number of shares of
Class B Common Stock accordingly.
 
    SECTION 4.  The holders of shares of Common Stock shall have no preemptive
or preferential rights of subscription to any shares of any class of capital
stock of the Corporation or any securities convertible into or exchangeable for
shares of any class of capital stock of the Corporation.
 
    SECTION 5.  No stockholder shall be entitled to exercise any right of
cumulative voting.
 
    SECTION 6.  The Preferred Stock may be issued, if so determined by the Board
of Directors, either as a class without series or from time to time in one or
more series and with such designation for such class or each issue of such class
or each such series as may be adopted by the Board of Directors. The Board of
 
                                       9
<PAGE>
Directors in any such resolution or resolutions is expressly authorized to state
and express for such class or each such series:
 
        (a) Voting rights, if any, including, without limitation, the authority
    to confer multiple votes per share, voting rights as to specified matters or
    issues or, subject to the provisions of this Certificate of Incorporation,
    voting rights to be exercised either together with the holders of Common
    Stock as a single class, or independently as a separate class;
 
        (b) The rate per annum and the times at and conditions upon which the
    holders of shares of such class or series shall be entitled to receive
    dividends, the conditions and dates upon which such dividends shall be
    payable and whether such dividends shall be cumulative or noncumulative,
    and, if cumulative, the terms upon which such dividends shall be cumulative;
 
        (c) Redemption, repurchase, retirement and sinking fund rights,
    preferences and limitations, if any, the amount payable on shares of such
    class or series in the event of such redemption, repurchase or retirement,
    the terms and conditions of any sinking fund, the manner of creating such
    fund or funds and whether any of the foregoing shall be cumulative or
    noncumulative;
 
        (d) The rights to which the holders of the shares of such class or
    series shall be entitled upon any voluntary or involuntary liquidation,
    dissolution or winding-up of the Corporation;
 
        (e) The terms, if any, upon which the shares of such class or series
    shall be convertible into or exchangeable for shares of stock of any other
    class or classes or of any other series of the same or any other class or
    classes, including the price or prices or the rate or rates of conversion or
    exchange and the terms of adjustment, if any; and
 
        (f) Any other designations, preferences and relative, participating,
    optional or other special rights and qualifications, limitations or
    restrictions thereof so far as they are not inconsistent with the provisions
    of this Certificate of Incorporation (as it may be amended from time to
    time) and to the full extent now or hereafter permitted by the laws of the
    State of Delaware.
 
    SECTION 7.  All shares of Preferred Stock, if issued as a class without
series, or all shares of the Preferred Stock of any one series, if issued in
series, shall be identical to each other in all respects and shall entitle the
holders thereof to the same rights and privileges, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon, if cumulative, shall be cumulative.
 
    SECTION 8.  Except as otherwise provided by law, and subject to any rights
of the holders of Preferred Stock, the provisions of this Article IV (other than
Section 1 hereof) shall not be modified, revised, altered or amended, repealed
or rescinded in whole or in part, without the affirmative vote of the holders of
at least a majority of the then outstanding shares of Class A Common Stock and
the Class B Common Stock, voting together as a single class; PROVIDED, HOWEVER,
that with respect to any proposed amendment to this Certificate of Incorporation
which would alter or change the powers, preferences or special rights of the
shares of Class A Common Stock or Class B Common Stock so as to affect them
adversely, the affirmative vote of the holders of at least a majority of the
then outstanding shares of the class affected by the proposed amendment, voting
separately as a class, shall be obtained in addition to the affirmative vote of
the holders of at least a majority of the Class A Common Stock and the Class B
Common Stock, voting together as a single class as provided above.
 
                                   ARTICLE V
                               BOARD OF DIRECTORS
 
    SECTION 1.  The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors, which may exercise all the
powers of the Corporation and do all such lawful acts and things that are not
conferred upon or reserved to the stockholders by law, by this Certificate of
Incorporation or by the By-laws of the Corporation.
 
                                       10
<PAGE>
    SECTION 2.  The Board of Directors shall consist of not less than five (5)
and not more than ten (10) directors, the exact number of directors to be
determined by resolution of the Board of Directors. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as possible, of one third of the total number of
directors constituting the entire Board of Directors, as determined by the Board
of Directors, and directors elected by a class of stock shall be divided as
evenly as possible, as determined by the Board of Directors, among Class I,
Class II and Class III; PROVIDED, HOWEVER, that, in the event that there shall
be only one Class A Director, such Class A Director shall be in Class I. The
term of the initial Class I directors shall terminate on the date of the 1999
annual meeting of stockholders of the Corporation; the term of the initial Class
II directors shall terminate on the date of the 2000 annual meeting of
stockholders of the Corporation; and the term of the initial Class III directors
shall terminate on the date of the 2001 annual meeting of stockholders of the
Corporation. Directors elected by a class of stock shall be divided as evenly as
possible, as determined by the Board of Directors, among Class I, Class II and
Class III. At each annual meeting of stockholders, beginning with the 1999
annual meeting of stockholders, successors to the class of directors whose terms
expire at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes of directors established pursuant to this Article V to
maintain the number of directors in each class as nearly equal as possible. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. Notwithstanding the foregoing, each
director initially appointed on behalf of the Class A Common Stock shall hold
office initially for a term expiring at the 1999 annual meeting of stockholders.
Subject to the immediately preceding sentence, a director shall hold office
until the annual meeting for the year in which his or her term expires and until
his or her successor shall be elected and shall qualify, SUBJECT, HOWEVER, to
prior death, resignation, retirement, disqualification or removal from office.
 
    Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation (as it may be amended from time to
time) or the resolution or resolutions adopted by the Board of Directors
pursuant to Section 4 of Article IV, and such directors so elected shall not be
divided into classes pursuant to this Section 2 of Article V unless expressly
provided by such terms.
 
    SECTION 3.  Election of directors need not be by written ballot unless the
By-laws of the Corporation so provide.
 
    SECTION 4.  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of its directors and
stockholders:
 
        (a) The By-laws of the Corporation may be altered, amended or repealed
    and new By-laws may be adopted by the affirmative vote of directors
    constituting not less than a majority of the total authorized number of
    directors fixed from time to time by the Board of Directors pursuant to
    Section 2 of this Article V.
 
        (b) Advance notice of stockholder nominations for the election of
    directors and of the proposal of business by stockholders shall be given in
    the manner provided in the By-laws of the Corporation, as amended and in
    effect from time to time.
 
        (c) Subject to any preferential rights of any outstanding series of
    Preferred Stock, any Class A Director may be removed from office, only with
    cause, by the affirmative vote of the holders of at least a majority of the
    outstanding Class A Common Stock and any director elected by the holders of
    the Class B Common Stock may be removed, only with cause, by the affirmative
    vote of the holders of at least a majority of the outstanding Class B Common
    Stock; PROVIDED, HOWEVER, that prior to a Tax-Free Spin-Off, any director
    elected by the holders of the Class B Common Stock may be removed, with or
 
                                       11
<PAGE>
    without cause, by the affirmative vote of the holders of at least a majority
    of the outstanding Class B Common Stock.
 
        (d) Notwithstanding anything contained in this Certificate of
    Incorporation to the contrary, the affirmative vote of the holders of at
    least 80% of the Common Stock, voting as a single class, shall be required
    to amend, repeal or adopt any provision inconsistent with this Article V.
 
                                   ARTICLE VI
                               STOCKHOLDER ACTION
 
    SECTION 1.  Any corporate action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation
(either by hand or by certified or registered mail, return receipt requested) at
its registered office in the State of Delaware or its principal place of
business, or to an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded; PROVIDED,
HOWEVER, that effective as of the date on which Silicon Graphics and its
affiliates cease to be the beneficial owner of an aggregate of at least a
majority of the then outstanding shares of Common Stock (the "Trigger Date"),
any corporate action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only at a duly called annual or special
meeting of stockholders and may not be taken by written consent in lieu of such
a meeting.
 
    SECTION 2.  Effective as of the Trigger Date, unless otherwise prescribed by
law and subject to any preferential rights of any outstanding series of
Preferred Stock, special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board of
Directors, the President or, at the request in writing of a majority of the
members of the Board of Directors, any officer of the Corporation, and effective
as of the Trigger Date, any power of the stockholders of the Corporation to call
a special meeting is specifically denied.
 
    SECTION 3.  Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the Common Stock, voting as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article VI.
 
                                  ARTICLE VII
                                INDEMNIFICATION
 
    SECTION 1.  Each person who was or is made a party to or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving as a director or
officer, shall be indemnified to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, amounts paid or to be paid in settlement and excise
taxes or penalties imposed on fiduciaries with respect to (i) employee benefit
plans, (ii) charitable organizations or (iii) similar matters) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of
 
                                       12
<PAGE>
such person's heirs, executors and administrators; PROVIDED, HOWEVER, that the
Corporation shall indemnify any such person seeking indemnity in connection with
a proceeding (or part thereof) initiated by such person (other than pursuant to
Section 2 of this Article VII) only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Section 1 of Article VII shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; PROVIDED, HOWEVER, that, if the
DGCL requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section 1 of
Article VII or otherwise.
 
    SECTION 2.  If a claim the Corporation is obligated to pay under Section 1
of this Article VI is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim against the Corporation.
It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not yet established that
it meets the standards of conduct which make it permissible under the DGCL for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
 
    SECTION 3.  The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article VII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of this Certificate
of Incorporation, By-law of the Corporation, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
 
    SECTION 4.  The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.
 
    SECTION 5.  The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification, and rights to be
paid by the Corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the Corporation to
the fullest extent of the provisions in this Article VII with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
 
    SECTION 6.  If any part of this Article VII should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected. Any repeal or modification of this Article VII
by the stockholders of the Corporation shall not adversely affect any rights
 
                                       13
<PAGE>
to indemnification and to advancement of expenses that any person may have at
the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.
 
                                  ARTICLE VIII
                                    BY-LAWS
 
    SECTION 1.  The By-laws of the Company may be altered, amended or repealed
and new By-laws may be adopted (i) at any annual or special meeting of
stockholders, by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock, voting together as a single class, entitled
to vote thereat, PROVIDED, HOWEVER, that any proposed alteration, amendment or
repeal of, or the adoption of any By-law inconsistent with, Sections 3, 5 or 10
of Article II of the By-laws or Sections 1 or 5 of Article III of the By-laws by
the stockholders shall require the affirmative vote of the holders of at least
80% of the Common Stock, voting as a single class, or (ii) by the affirmative
vote of directors constituting not less than a majority of the total number of
directors which the Corporation would have if there were no vacancies.
 
    SECTION 2.  Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the Common Stock, voting as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article VIII.
 
                                   ARTICLE IX
                      LIMITATION ON LIABILITY OF DIRECTORS
 
    SECTION 1.  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, 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 law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
 
                                   ARTICLE X
                            CORPORATE OPPORTUNITIES
 
    SECTION 1.  As the Corporation recently ceased to be a wholly owned
subsidiary of Silicon Graphics, but Silicon Graphics remains a substantial
stockholder of the Corporation, and in anticipation that the Corporation and
Silicon Graphics may engage in the same or similar activities or lines of
business and have an interest in the same areas of corporate opportunities, and
in recognition of the benefits to be derived by the Corporation through its
continued contractual, corporate and business relations with Silicon Graphics
(including possible service of officers and directors of Silicon Graphics as
officers and directors of the Corporation), the provisions of this Article are
set forth to regulate and define the conduct of certain affairs of the
Corporation as they may involve Silicon Graphics and its officers and directors,
and the powers, rights, duties and liabilities of the Corporation and its
officers, directors and stockholders in connection therewith.
 
    SECTION 2.  Silicon Graphics shall have no duty to refrain from engaging in
the same or similar activities or lines of business as the Corporation, and
neither Silicon Graphics nor any officer or director thereof (except as provided
in Section 3 below) shall be liable to the Corporation or its stockholders for
the breach of any fiduciary duty by reason of any such activities of Silicon
Graphics. In the event that Silicon Graphics acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both Silicon
Graphics and the Corporation, Silicon Graphics shall have no duty to communicate
or offer such corporate opportunity to the Corporation and shall not be liable
to the Corporation or its stockholders for breach of any fiduciary duty as a
stockholder of the Corporation by reason of the fact that
 
                                       14
<PAGE>
Silicon Graphics pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another person, or does not communicate
information regarding such corporate opportunity to the Corporation.
 
    SECTION 3.  In the event that a director or officer of the Corporation who
is also a director or officer of Silicon Graphics acquires knowledge of a
potential transaction or matter which may be a corporate opportunity for both
the Corporation and Silicon Graphics, such director or officer of the
Corporation shall have fully satisfied and fulfilled the fiduciary duty of such
director or officer to the Corporation and its stockholders with respect to such
corporate opportunity, if such director or officer acts in a manner consistent
with the following policy: (i) a corporate opportunity offered to any person who
is an officer of the Corporation, and who is also a director but not an officer
of Silicon Graphics, shall belong to the Corporation; (ii) a corporate
opportunity offered to any person who is a director but not an officer of the
Corporation, and who is also a director or officer of Silicon Graphics shall
belong to the Corporation if such opportunity is expressly offered to such
person in writing solely in his or her capacity as a director of the
Corporation, and otherwise shall belong to Silicon Graphics; and (iii) a
corporate opportunity offered to any person who is an officer of both the
Corporation and Silicon Graphics shall belong to the Corporation if such
opportunity is expressly offered to such person in writing solely in his or her
capacity as an officer of the Corporation, and otherwise shall belong to Silicon
Graphics.
 
    SECTION 4.  Any person purchasing or otherwise acquiring any interest in
shares of the capital stock of the Corporation shall be deemed to have notice of
and to have consented to the provisions of this Article.
 
    SECTION 5.  For purposes of this Article only:
 
        (a)  A director of the Corporation who is Chairman of the Board of
    Directors or of a committee thereof shall not be deemed to be an officer of
    the Corporation by reason of holding such position (without regard to
    whether such position is deemed an office of the Corporation under the
    By-laws of the Corporation), unless such person is a full-time employee of
    the Corporation; and
 
        (b)  (i) The term "Corporation" shall mean the Corporation and all
    corporations, partnerships, joint ventures, associations and other entities
    in which the Corporation beneficially owns (directly or indirectly) 50% or
    more of the outstanding voting stock, voting power, partnership interests or
    similar voting interests, and (ii) the term "Silicon Graphics," for the
    purpose of this Article only, shall mean Silicon Graphics and all
    corporations, partnerships, joint ventures, associations and other entities
    (other than the Corporation, defined in accordance with clause (i) of this
    Section 5(b)) in which Silicon Graphics beneficially owns (directly or
    indirectly) 50% or more of the outstanding voting stock, voting power,
    partnership interests or similar voting interests.
 
    SECTION 6.  Notwithstanding anything in this Certificate of Incorporation to
the contrary, (i) the foregoing provisions of this Article shall expire on the
date that Silicon Graphics ceases to beneficially own Common Stock representing
at least 20% of the outstanding shares of Common Stock and no person who is a
director or officer of the Corporation is also a director or officer of Silicon
Graphics; and (ii) in addition to any vote of the stockholders required by this
Certificate of Incorporation, until the time that Silicon Graphics ceases to
beneficially own Common Stock representing at least 20% of the outstanding
shares of Common Stock, the affirmative vote of the holders of more than 80% of
the outstanding shares of Common Stock, voting as a single class, shall be
required to alter, amend or repeal in a manner adverse to the interests of
Silicon Graphics, or adopt any provision adverse to the interests of Silicon
Graphics and inconsistent with, any provision of this Article. Neither the
alteration, amendment or repeal of this Article nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such alteration, amendment, repeal or adoption.
 
                                       15
<PAGE>
                                   ARTICLE XI
                   AMENDMENT OF CERTIFICATE OF INCORPORATION
 
    The Corporation reserves the right to amend, alter, restate, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the laws of the State of Delaware, and all
rights of the stockholders herein are granted subject to this reservation.
 
    This Amended and Restated Certificate of Incorporation shall become
effective at 8:30 a.m. (Wilmington, Delaware time), April 5, 1999.
 
    IN WITNESS WHEREOF, MIPS TECHNOLOGIES, INC. has caused this certificate to
be signed by John E. Bourgoin, its President and Chief Executive Officer, and
attested by Kevin C. Eichler, its Vice President and Chief Financial Officer, on
this 1st day of April, 1999.
 
<TABLE>
<S>                             <C>  <C>
                                MIPS TECHNOLOGIES, INC.
 
                                By:    /s/ John E. Bourgoin
                                     -----------------------------------------
                                     Name: John E. Bourgoin
                                     Title: President and Chief Executive
                                     Officer
 
ATTEST:
  /s/ Kevin C. Eichler
------------------------------
Name: Kevin C. Eichler
Title: Vice President and
Chief Financial Officer
</TABLE>
 
                                       16