Amended and Restated Certificate of Incorporation


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].

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on this [____ day of ______, 20__].



By: _____________________________________________

Mitch Edwards

Chief Financial Officer, General Counsel and Secretary


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