FIRST AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INSOMNIACS, INC.

Insomniacs, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

1.The name of this corporation is Insomniacs, Inc. Insomniacs, Inc. was originally incorporated under the same name, and the original Certificate of Incorporation of this corporation was filed with the Secretary of State of Delaware on December4, 2000.

2.Pursuant to Sections 242 and 245 of the General Corporation Law, this First Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation.

3.The text of the Certificate of Incorporation of this corporation as heretofore amended or supplemented is hereby amended and restated to read in its entirety as follows:

“article i

The name of this corporation is ZZZ Communications, Inc. (the “Corporation”).

article ii

The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware is Corporation Service Company.

article iii

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

article iv

(A)Classes of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Eighteen Million Seven Hundred Twelve Thousand Four Hundred Seventy (18,712,470)shares, each with a par value of $0.001 per share. Fifteen Million (15,000,000) shares shall be Common Stock and Three Million Seven Hundred Twelve Thousand Four Hundred Seventy (3,712,470)shares shall be Preferred Stock.

(B)Rights, Preferences and Restrictions of Preferred Stock. The Preferred Stock authorized by this First Amended and Restated Certificate of Incorporation shall be designated “Series A Preferred Stock” and shall consist of Three Million Seven Hundred Twelve Thousand Four Hundred Seventy (3,712,470)shares. The rights, preferences, privileges and restrictions granted to and imposed on the SeriesA Preferred Stock are as set forth below in this Division (B) of this ArticleIV.

1.Dividend Provisions.

(a)Theholders of shares of SeriesA Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities of the Corporation pursuant to an event causing the Conversion Price of the Series A Preferred Stock to be adjusted pursuant to Section4(d) of DivisionB of this ArticleIV) on the Common Stock of this Corporation, when, as and if declared by the Board of Directors. Such dividends, if any, shall not be cumulative.
(b)In addition to the dividends specified in Section1(a) of Division (B) of this ArticleIV, no dividend shall be paid or declared and set apart (other than dividends payable solely in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities of the Corporation pursuant to an event causing the Conversion Price of the Series A Preferred Stock to be adjusted pursuant to Section4(d) of DivisionB of this ArticleIV) for the holders of Common Stock unless such additional dividends shall be paid pro rata on the Common Stock and the Series A Preferred Stock, on an equal priority, pari passu basis, according to the number of shares of Common Stock held by each stockholder, where each holder of Series A Preferred Stock is to be treated for this purpose as holding (in lieu of such shares of Series A Preferred Stock) the greatest whole number of shares of Common Stock then issuable upon conversion in full of such shares of Series A Preferred Stock in accordance with Section4 of Division(B) of this ArticleIV.

2.Liquidation Preference.

(a)In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders (the “Available Funds and Assets”) shall be distributed to stockholders in the following manner:
(i)The holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the Available Funds and Assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to the Liquidation Preference (as hereinafter defined) specified for each share of Series A Preferred Stock then held by them,plus (i)interest accrued thereon at a rate of 7% per annum, compounded annually, and (ii)any declared but unpaid dividends thereon. The “Liquidation Preference” with respect to the Series A Preferred Stock shall mean $1.00 per share, as adjusted for stock dividends, stock splits, combinations, reorganizations and the like. If upon the occurrence of such event, the Available Funds and Assets thus distributed among the holders of the SeriesA Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire Available Funds and Assets shall be distributed ratably among the holders of the SeriesA Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.
(ii)Upon the completion of the distribution required by Section2(a)(i) of Division (B) of this ArticleIV and any other distribution that may be required with respect to any other series of Preferred Stock that may from time to time come into existence, any and all remaining Available Funds and Assets of the Corporation available for distribution to stockholders shall be distributed ratably among the holders of the then outstanding Common Stock.
(b)For purposes of this Section2, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, or to include: (i)the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii)a sale of all or substantially all of the assets of the Corporation, unless the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity in approximately the same relative percentages after such acquisition or sale as before such acquisition or sale.
(c)In any of the events specified in Section 2(b) of Division (B) of this Article IV, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:
(i)Securities not subject to investment letter or other similar restrictions on free marketability:
(A)If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3)days prior to the closing;
(B)If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3)days prior to the closing; and
(C)If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
(ii)The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in Section 2(c)(i)(A), (B) or (C) above to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
(iii)In the event the requirements of Section2(b) are not complied with, this Corporation shall forthwith either:
(A)cause such closing to be postponed until such time as the requirements of this Section2 have been complied with; or
(B)cancel such transaction, in which event the rights, preferences and privileges of the holders of the SeriesA Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section2(c)(iv) hereof.
(iv)The Corporation shall give each holder of record of SeriesA Preferred Stock written notice of such impending transaction not later than ten (10)days prior to the stockholders’ meeting called to approve such transaction, or ten (10)days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section2, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than ten (10)days after the Corporation has given the first notice provided for herein or sooner than ten (10)days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

3.Redemption. The Series A Preferred Stock is not subject to any mandatory or optional redemption provisions.

4.Conversion. The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert. Subject to Section4(c), each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $1.00 by the Conversion Price (as hereinafter defined) applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Conversion Price per share of Series A Preferred Stock shall be $1.00. Such initial Conversion Price shall be subject to adjustment as set forth in Section4(d). The number of shares of Common Stock into which each share of Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate.”
(b)Automatic Conversion.
(i)Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such share immediately upon the earlier of:
(A)except as provided below in Section4(c), the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended; or
(B)the date specified by written consent or agreement of the holders of two-thirds (2/3rds) of the then outstanding shares of Series A Preferred Stock.
(ii)In addition, on the date on which all of the following performance criteria are satisfied by the Corporation, the shares of Series A Preferred Stock shall automatically be converted into a number of shares of Common Stock determined by multiplying (x)the number of shares of Common Stock outstanding as of such date (including shares of Common Stock deemed to be issued pursuant to Section 4(b)(iii) below (which shares shall not include options to purchase Common Stock which are issued with the unanimous approval of all members of the Board of Directors) by (y)the product of 0.3 (zero point three) and a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock originally issued minus any shares of Series A Preferred Stock converted prior to such date in accordance with Section4(a) of Division (B) of this Article IV, and the denominator of which shall be the number of shares of Series A Preferred Stock originally issued:
(A)The consolidated earnings of the Corporation and its wholly owned subsidiary, NTCH-Idaho, Inc., an Idaho corporation, (“NTCH-Idaho”), before interest, taxes, depreciation and amortization shall be greater than $1.00 for a period of at least one full fiscal quarter;
(B)this Corporation and NTCH-Idaho shall have a consolidated debt-to-equity ratio determined in accordance with generally accepted accounting principles in the United States of America, consistently applied, of no greater than three to one (3 to 1);

(C)the number of subscribers utilizing the Corporation’s PCS wireless networks for the Pocatello, Twin Falls and Idaho Falls, Idaho markets (the “Idaho Markets”) shall be 14,522 or greater; and

(D)there shall be a minimum of 40 cell sites used in the operation of the Corporation’s PCS wireless networks in the Idaho Markets.

(iii)Except with respect to options to purchase Common Stock which are issued with the unanimous approval of all members of the Board of Directors, in the case of the issuance (whether before, on or after the Purchase Date (as defined in subsection 4(d)(i) of Division (B) of this Article IV)) of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of Section 4(b)(ii) of Division (B) of this Article IV:

(A)The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued; and

(B)The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued.

(c)Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of SeriesA Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering SeriesA Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.
(d)Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows:

(i)If this Corporation shall issue, after the date upon which any shares of Series A Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for the Series A Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including shares of Common Stock deemed to be issued pursuant to subsection 4(d)(i)(D)(1) or (2) below) plus the number of shares of Common Stock that the aggregate consideration received by this Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including shares of Common Stock deemed to be issued pursuant to subsection4(d)(i)(D)(1) or (2) below) plus the number of shares of such Additional Stock.

(A)No adjustment of the Conversion Price for the SeriesA Preferred Stock shall be made in an amount less than one cent per share, providedthat any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections 4(d)(i)(D)(3) and (D)(4) below, no adjustment of the Conversion Price for the Series A Preferred Stock pursuant to this subsection4(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.