Mitch Edwards hereby certifies that:
ONE: The corporation was incorporated on May 20, 2005, under the name Skullcandy, Inc. pursuant to the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law").
TWO: He is the Chief Financial Officer, General Counsel and Secretary of Skullcandy, Inc., a Delaware corporation.
THREE: This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the Delaware General Corporation Law.
FOUR: This Amended and Restated Certificate of Incorporation amends and restates the Amended and Restated Certificate of Incorporation of Skullcandy, Inc., as amended, to read in its entirety as follows:
FIFTH: This Amended and Restated Certificate of Incorporation shall be effective as of 10:00 a.m. Eastern Time, on [date].
The name of the corporation is Skullcandy, Inc. (the "Corporation").
The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law").
For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
Notwithstanding the foregoing provisions of this Article V Section A, each director shall serve until his successor is duly elected and qualified or until such director's earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least sixty six and two thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI and VII, or to adopt any provision inconsistent therewith.
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on this [____ day of ______, 20__].
Chief Financial Officer, General Counsel and Secretary