SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          HITTITE MICROWAVE CORPORATION

 

     The original Certificate of Incorporation of Hittite Microwave Corporation

(the "Corporation") was filed with the Secretary of State of Delaware on June

30, 1988 and amended by a Certificate of Amendment of the Certificate of

Incorporation of the Corporation filed with the Secretary of State of Delaware

on March 11, 1996. On November 20, 2000, an Amended and Restated Certificate of

Incorporation of the Corporation was filed with the Secretary of State of

Delaware. The Amended and Restated Certificate of Incorporation was further

amended by a Certificate of Amendment of the Certificate of Incorporation of the

Corporation filed with the Secretary of State of Delaware on June 29, 2005, and

a Certificate of Amendment of the Certificate of Incorporation of the

Corporation filed with the Secretary of State of Delaware on July 19, 2005. This

Second Amended and Restated Certificate of Incorporation (i) amends and restates

in their entirety the provisions of the Certificate of Incorporation as amended

and restated to date and (ii) has been duly proposed by the directors and

adopted by the stockholders in the manner and by the vote prescribed by Sections

228 and 242 and has been duly adopted pursuant to Section 245 of the General

Corporation Law of Delaware.

 

     FIRST: The name of the corporation (the "Corporation") is Hittite Microwave

Corporation.

 

     SECOND: The address of the registered office of the Corporation in the

State of Delaware is 2711 Centerville Road, Wilmington, County of New Castle,

Delaware 19808, and the name of its registered agent at such address is The

Prentice-Hall Corporation System, Inc.

 

     THIRD: The nature of the business or purposes to be conducted or promoted

is to engage in any lawful act or activity for which corporations may be

organized under the General Corporation Law of Delaware.

 

     FOURTH: The total number of shares of all classes of capital stock which

the Corporation shall have authority to issue is 205,000,000, consisting of (i)

200,000,000 shares of Common Stock, $0.01 par value per share ("Common Stock"),

and (ii) 5,000,000 shares of Preferred Stock, $0.01 par value per share

("Preferred Stock").

 

     The following is a statement of the designations and the powers, privileges

and rights, and the qualifications, limitations or restrictions thereof, in

respect of each class of capital stock of the Corporation:

 

A.   COMMON STOCK.

 

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     1.   GENERAL. The voting, dividend and liquidation rights of the holders of

the Common Stock are subject to and qualified by the rights of the holders of

the Preferred Stock of any series as may be designated by the Board of Directors

upon any issuance of the Preferred Stock of any series.

 

     2.   VOTING. The holders of Common Stock will be entitled to one vote per

share on all matters to be voted on by the stockholders of the Corporation.

There shall be no cumulative voting.

 

     3.   DIVIDENDS. Dividends may be declared and paid on the Common Stock from

funds lawfully available therefor as and when determined by the Board of

Directors and subject to any preferential dividend rights of any then

outstanding Preferred Stock.

 

     4.   LIQUIDATION. Upon the dissolution or liquidation of the Corporation,

whether voluntary or involuntary, holders of Common Stock will be entitled to

receive all assets of the Corporation available for distribution to its

stockholders, subject to any preferential liquidation rights of any then

outstanding Preferred Stock.

 

B.   PREFERRED STOCK.

 

     Preferred Stock may be issued from time to time in one or more series, each

of such series to have such terms as stated or expressed herein and in the

resolution or resolutions providing for the issue of such series adopted by the

Board of Directors of the Corporation as hereinafter provided. No share of

Preferred Stock that is redeemed, purchased or acquired by the Corporation may

be reissued except as otherwise provided herein or by law. Different series of

Preferred Stock shall not be construed to constitute different classes of shares

for the purposes of voting by classes unless expressly provided herein, in any

such resolution or resolutions, or by law.

 

     Authority is hereby expressly granted to the Board of Directors from time

to time to issue the Preferred Stock in one or more series, and in connection

with the creation of any such series, by resolution or resolutions providing for

the issue of the shares thereof, to determine and fix such voting powers, full

or limited, or no voting powers, and such designations, preferences and relative

participating, optional or other special rights, and qualifications, limitations

or restrictions thereof, including without limitation thereof, dividend rights,

conversion rights, redemption privileges and liquidation preferences, as shall

be stated and expressed in such resolutions, all to the full extent now or

hereafter permitted by the General Corporation Law of Delaware. Without limiting

the generality of the foregoing, the resolutions providing for issuance of any

series of Preferred Stock may provide that such series shall be superior or rank

equally or be junior to the Preferred Stock of any other series to the extent

permitted by law. Except as otherwise provided by law or by this Amended and

Restated Certificate of Incorporation, no vote of the holders of the Preferred

Stock or Common Stock shall be a prerequisite to the issuance of any shares of

any series of the Preferred Stock authorized by and complying with the

conditions of the Amended and Restated Certificate of Incorporation, any right

to have

 

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such vote being expressly waived by all present and future holders of the

capital stock of the Corporation.

 

     FIFTH: In furtherance of and not in limitation of powers conferred by

statute, it is further provided that:

 

     (a)  Subject to the limitations and exceptions, if any, contained in the

by-laws of the Corporation and to the powers of the stockholders to alter or

repeal any by-law, whether adopted by them or otherwise, the by-laws of the

Corporation may be adopted, amended or repealed by the Board of Directors of the

Corporation.

 

     (b)  Elections of directors need not be by written ballot.

 

     (c)  Subject to any applicable requirements of law, the books of the

Corporation may be kept outside the State of Delaware at such location as may be

designated by the Board of Directors or in the by-laws of the Corporation.

 

     SIXTH: The Corporation is to have perpetual existence.

 

     SEVENTH: Whenever a compromise or arrangement is proposed between this

Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this Corporation or of any creditor or stockholder thereof, or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers appointed

for this Corporation under the provisions of Section 279 of Title 8 of the

Delaware Code, order a meeting of the creditors or class of creditors, and/or of

the stockholders or class of stockholders of this Corporation, as the case may

be, to be summoned in such manner as the said court directs. If a majority in

number representing three-fourths in value of the creditors or class of

creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of this Corporation as a consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders of this Corporation, as the case may be,

and also on this Corporation.

 

     EIGHTH: To the maximum extent permitted by the General Corporation Law of

Delaware as the same exists or may hereafter be amended, no director of the

Corporation shall be personally liable to the Corporation or to any of its

stockholders for monetary damages arising out of such director's breach of

fiduciary duty as a director of the Corporation. No amendment to or repeal of

the provisions of this paragraph shall apply to or have any effect on the

liability or the alleged liability of any director of the

 

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Corporation with respect to any act or failure to act of such director occurring

prior to such amendment or repeal.

 

     NINTH: The Corporation reserves the right to amend, alter, change or repeal

any provision contained in this Amended and Restated Certificate of

Incorporation, in the manner now or hereafter prescribed by statute and this

Amended and Restated Certificate of Incorporation, and all rights conferred upon

stockholders herein are granted subject to this reservation.

 

     IN WITNESS WHEREOF, the undersigned, being the duly elected and acting

Chief Financial Officer and Vice President Finance of Hittite Microwave

Corporation, does hereby declare that this Amended and Restated Certificate of

Incorporation has been duly adopted by the Board of Directors and the

stockholders of this Corporation in accordance with the provisions of Sections

228, 242 and 245 of the General Corporation Law of Delaware. The undersigned

does hereby affirm, under the penalties of perjury, that this instrument is the

act and deed of the Corporation and the facts herein set forth are true and

correct. I have accordingly hereunto set my hand this 27th day of July, 2005.

 

                                 HITTITE MICROWAVE CORPORATION

 

 

                                 By:     /s/ William W. Boecke

                                      ------------------------------------------

                                      William W. Boecke

                                 Its: Chief Financial Officer, Vice President

                                      Finance

 

 

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HITTITE MICROWAVE CORPORATION

FIRST: The name of the Corporation is: Hittite Microwave Corporation.

SECOND: The address of the Corporationís registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

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

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.001 par value per share.

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

FIFTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided: (i) the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors; (ii) election of directors need not be by written ballot; and (iii) the Board of Directors is expressly authorized to adopt, amend, alter or repeal the By-Laws of the Corporation.

SIXTH: To the maximum extent permitted by the General Corporation Law of Delaware as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages arising out of such directorís breach of fiduciary duty as a director of the Corporation. No amendment to or repeal of the provisions of this paragraph shall apply to or have any effect on the liability or the alleged liability of any director of the Corporation with respect to any act or failure to act of such director occurring prior to such amendment or repeal.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Amended and Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

[As Filed: 07-21-2014]