Power Medical Interventions, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1. It was incorporated pursuant to an original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 7, 2003. An Amended and Restated Certificate of Incorporation was filed in the Office of the Secretary of State of the State of Delaware on September 8, 2004. A Second Amended and Restated Certificate of Incorporation was filed in the Office of the Secretary of State of the State of Delaware on October 5, 2005.

2. At a meeting of its Board of Directors (the ?Board?) held on June 23, 2006, a resolution was duly adopted, pursuant to Sections 141(f) and 245 of the General Corporation Law of the State of Delaware, setting forth a proposed amendment and restatement of the Certificate of Incorporation (and any and all prior amendments thereto), and declaring the proposed amendment and restatement advisable. Its stockholders duly approved and adopted the proposed amendment and restatement of the Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

3. The Third Amended and Restated Certificate of Incorporation, as so amended and restated, is entitled the Third Amended and Restated Certificate of Incorporation of Power Medical Interventions, Inc. and reads in its entirety as follows:

ARTICLE I

ARTICLE II

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

ARTICLE III

The nature of the business or purposes to be conducted or promoted by this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

This corporation is authorized to issue two classes of stock, designated, respectively, ?Common Stock? and ?Preferred Stock.? The total number of shares that this corporation is authorized to issue is 404,049,147, of which (i) 260,000,000 shares are Common Stock, par value $0.001 per share, and (ii) 144,049,147 shares are Preferred Stock, par value $0.001 per share, 22,668,764 of which are designated ?Series A Convertible Preferred Stock,? 47,489,824 of which are designated ?Series B Convertible Preferred Stock,? 22,935,780 of which are designated ?Series C Convertible Preferred Stock? and 50,954,779 of which are designated ?Series D Convertible Preferred Stock.? The Series A Convertible Preferred Stock shall hereinafter be referred to as the ?Series A Preferred,? the Series B Convertible Preferred Stock shall hereinafter be referred to as the ?Series B Preferred,? the Series C Convertible Preferred Stock shall hereinafter be referred to as the ?Series C Preferred? and the Series D Preferred Stock shall hereinafter be referred to as the ?Series D Preferred.?

The relative rights, preferences, privileges and restrictions granted to or imposed upon the respective classes and series of shares of capital stock or the holders thereof are as set forth below.

1. Dividends.

(a) Dividends may be declared and paid on Common Stock from funds lawfully available therefor as and when determined by the Board; provided, that no dividends shall be declared or paid on Common Stock until all dividends accrued or declared but unpaid on Preferred Stock shall have been paid in full; and, provided, further, that no dividends shall be declared or paid on shares of Common Stock unless the corporation shall declare and pay at the same time to each holder of Preferred Stock a dividend equal to the dividend which would have been payable to such holder if the shares of Preferred Stock held by such holder had been converted into Common Stock on the record date for the determination of holders of Common Stock entitled to receive such dividend.

(b) The holders of the outstanding Series D Preferred shall be entitled to receive cumulative dividends (the ?Series D Accruing Dividend?) at an annual rate of $0.0486 per share of Series D Preferred (as appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like with respect to the Series D Preferred (each a ?Series D Recapitalization Event?)), the holders of the outstanding Series C Preferred shall be entitled to receive cumulative dividends (the ?Series C Accruing Dividend?) at the annual rate of $0.0471 per share of Series C Preferred (as appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like with respect to the Series C Preferred (each a ?Series C Recapitalization Event?)), the holders of the outstanding Series B Preferred shall be entitled to receive cumulative dividends (the ?Series B Accruing Dividend?) at the annual rate of $0.0737 per share of Series B Preferred (as appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like with respect to the Series B Preferred (each a ?Series B Recapitalization Event?)), and the holders of the outstanding Series A Preferred shall be entitled to receive cumulative dividends (the ?Series A Accruing Dividend?) at the annual rate of $0.0419 per share of Series A Preferred (as appropriately adjusted for any recapitalizations, stock combinations, stock

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