CERTIFICATE OF INCORPORATION
                                       OF
                                    THQ INC.
 
         FIRST: The name of the Corporation is THQ Inc.
 
         SECOND: The address of the Corporation's registered office in the State
of Delaware is AmeriSearch Corporate Services, Inc., 15 East North Street,
Dover, Delaware 19901. The name of the registered agent at that address is
AmeriSearch Corporate Services, Inc.
 
         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware ("DGCL"). The Corporation shall have perpetual existence.
 
         FOURTH: The name and mailing address of the incorporator are Catherine
E. Albright, Sidley & Austin, 555 West Fifth Street, Suite 4000, Los Angeles,
California 90013.
 
         FIFTH: The Corporation is authorized to issue two classes of capital
stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the Corporation is 50,005,000 shares, divided into
50,000,000 shares of Common Stock, par value $0.01 per share, and 5,000 shares
of Preferred Stock, par value $0.01 per share.
 
         The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix from time to time before issuance the number of shares to be
included in any series and the designation, relative powers, preferences and
rights and qualifications, limitations or restrictions of all shares of such
series. The authority of the Board of Directors with respect to each series
shall include, without limiting the generality of the foregoing, the
determination of any or all of the following:
 
         (a) the number of shares of any series and the designation to
distinguish the shares of such series from the shares of all other series;
 
         (b) the voting powers, if any, and whether such voting powers are full
or limited, of any such series;
 
         (c) the redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid;
 
         (d) whether dividends, if any, shall be cumulative or noncumulative,
the dividend rate, of method of determining the dividend rate, of such series,
and the dates and preferences of dividends on such series;
 
         (e) the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;
 
<PAGE>   2
 
         (f) the provisions, if any, pursuant to which the shares of such series
are convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same or any other class or classes of stock, or
any other security, of the Corporation or any other corporation, and the price
or prices or the rates of exchange applicable thereto;
 
         (g) the right, if any, to subscribe for or to purchase any securities
of the Corporation or any other corporation;
 
         (h) the provisions, if any, of a sinking fund applicable to such
series;
 
         (i) the right, if any, to the benefit of conditions and restrictions
upon the creation of indebtedness of the Corporation or any subsidiary, upon the
issue of any additional shares (including additional shares of such series or
any other series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition by the
Corporation or any subsidiary of, any outstanding shares of the Corporation; and
 
         (j) any other relative, participating, optional or other special
powers, preferences, rights, qualifications, limitations or restrictions
thereof;
 
all as shall be determined from time to time by the Board of Directors and shall
be stated in a resolution or resolutions providing for the issuance of such
Preferred Stock (a "Preferred Stock Designation").
 
         The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the capital stock of the
Corporation entitled to vote, with all such holders voting as a single class.
 
         SIXTH:
 
         A.    Each holder of Common Stock of the Corporation entitled to vote
shall have one vote for each share thereof held.
 
         B.    Except as may be provided by the Board of Directors in a 
Preferred Stock Designation or Bylaw, the holders of Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive notice
of any meeting of stockholders at which they are not entitled to vote or
consent.
 
         C.    The Corporation shall be entitled to treat the person in whose 
name any share of its capital stock is registered as the owner thereof, for all
purposes, and shall not be bound to recognize any equitable other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by
applicable law.
 
 
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<PAGE>   3
 
         D.    No vote at any meeting of stockholders need be by written ballot
unless the Board of Directors, in its discretion, or the officer of the
Corporation presiding at the meeting, in his discretion, specifically directs
the use of a written ballot.
 
         E.    Subject to any rights granted in a Preferred Stock Designation to
any series of Preferred Stock, any action required or permitted to be taken by
the stockholders of the Corporation at an annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of all of outstanding stock.
 
         SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation, subject to any specific limitation on such
power contained in any Bylaws adopted by the stockholders. Elections of
directors need not be by written ballot unless the Bylaws of the Corporation so
provide.
 
         EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. Any repeal or modification of this Article Eighth by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
 
         NINTH:
 
         A.    Each person who was or is made a party or is threatened to be 
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Corporation or of To HQ,
Inc., a New York corporation ("To HQ New York"), or is or was serving at the
request of the Corporation or To HQ New York as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith; and such indemnification shall continue as to a person
who has ceased 
 
 
                                       3
<PAGE>   4
 
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in Paragraph B of this Article Ninth, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) which is initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors. The right
to indemnification conferred in this Article Ninth shall be a contract right and
shall include the right to have paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, to the extent the DGCL so requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Article Ninth or otherwise. The
Corporation may, by action of the Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
 
         B.    Right of Claimant to Bring Suit. If a claim under Paragraph A of
this Article Ninth is not paid in full by the Corporation within 30 days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall also be
entitled to have paid the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including the Board of Directors, independent legal counsel or the
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, or an actual determination by the Corporation (including the Board of
Directors, independent legal counsel or the stockholders) that the claimant has
not met such applicable standard or conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
 
         C.    Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article Ninth shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or directors or otherwise.
 
         TENTH: The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the 
 
 
                                       4
<PAGE>   5
 
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
 
         ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.
 
         TWELFTH: Meeting of stockholders may be held within or without the
State of Delaware, as the Bylaws of the Corporation may provide. The books of
the Corporation may be kept (subject to any provision contained in applicable
law) outside the State of Delaware at such place as may be designated from time
to time by the Board of Directors or the Bylaws of the Corporation.
 
         THE UNDERSIGNED, being the incorporator named above, has executed this
Certificate on July 11, 1997.
 
                                         /s/ Catherine E. Albright
                                         ------------------------------------
                                         Catherine E. Albright, Incorporator

 

 



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                    THQ INC.
 
               It is hereby certified that:
 
               1.     The name of the corporation (the "Corporation") is
                      THQ INC.
 
               2.     The Certificate of Incorporation of the Corporation is 
hereby amended by striking out Article FIFTH thereof and by substituting in lieu
of said Article the following new Article:
 
               "FIFTH: The Corporation is authorized to issue two classes of
capital stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the Corporation is 36,00,000 shares, divided into
35,000,000 shares of Common Stock, par value $0.01 per share, and 1,000,000
shares of Preferred Stock, par value $0.01 per share. The powers, designations,
preferences and relative, participating, optional or other special rights (and
the qualifications, limitations or restrictions thereof) of the Common Stock and
the Preferred Stock are as follows:
 
               The Board of Directors of the Corporation (hereinafter referred
to as the "Board of Directors") is hereby expressly authorized at any time, and
from time to time, to create and provide for the issuance of shares of Preferred
Stock in one or more series and, by filing a certificate pursuant to the DGCL
(hereinafter referred to as a "Preferred Stock Designation"), to establish the
number of shares to be included in each such series, and to fix the
designations, preferences and relative, participating, optional or other special
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors,
including, but not limited to, the following:
 
               i.     the designation of and the number of shares constituting
                      such series, which number the Board of Directors may
                      thereafter (except as otherwise provided in the Preferred
                      Stock Designation) increase or decrease (but not below the
                      number of shares of such series then outstanding);
 
               ii.    the dividend rate for the payment of dividends on such
                      series, if any, the conditions and dates upon which such
                      dividends shall be payable, the preference or relation
                      which such dividends, if any, shall bear to the dividends
                      payable on any other class or classes of or any other
                      series of capital stock, the conditions and dates upon
                      which such dividends, if any, shall be payable, and
                      whether such dividends, if any, shall be cumulative or
                      non-cumulative;
 
 
<PAGE>   2
 
               iii.   whether the shares of such series shall be subject to
                      redemption by the Corporation, and, if made subject to
                      such redemption, the times, prices and other terms and
                      conditions of such redemption;
 
               iv.    the terms and amount of any sinking fund provided for the
                      purchase or redemption of the shares of such series;
 
               v.     whether or not the shares of such series shall be
                      convertible into or exchangeable for shares of any other
                      class or classes of, any other series of any class or
                      classes of capital stock of, or any other security of, the
                      Corporation or any other corporation, and, if provision be
                      made for any such conversion or exchange, the times,
                      prices, rates, adjustments and any other terms and
                      conditions of such conversion or exchange;
 
               vi.    the extent, if any, to which the holders of the shares of
                      such series shall be entitled to vote as a class or
                      otherwise with respect to the election of directors or
                      otherwise;
 
               vii.   the restrictions, if any, on the issue or reissue of
                      shares of the same series or of any other class or series;
 
               viii.  the amounts payable on and the preferences, if any, of the
                      shares of such series in the event of any voluntary or
                      involuntary liquidation, dissolution or winding up of the
                      Corporation; and
 
               ix.    any other relative rights, preferences and limitations of
                      that series."
 
               3.     It is hereby certified that the Corporation has not 
received any payment for any of its stock.
 
               4.     The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 241
(b) of the General Corporation Law of the State of Delaware.
 
               5.     This Amendment to the Certificate of Incorporation is 
being filed in accordance with Section 103 of the General Corporation Law of the
State of Delaware.
 
 
                                    THQ Inc.
 
 
 
                                    By:  /s/ Catherine E. Albright
                                         -----------------------------------
                                         Catherine E. Albright, Incorporator

 

 



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

 

                                    THQ Inc.

 

 

 

 

It is hereby certified that:

 

     1.   The name of the corporation (hereinafter called the "corporation") is

THQ Inc.

 

     2.   The certificate of incorporation of the corporation is hereby amended

by striking out and restating the first two sentences of Article FIFTH thereof

with the following:

 

          "FIFTH: The Corporation is authorized to issue two classes of capital

     stock, designated Common Stock and Preferred Stock. The amount of total

     authorized capital stock of the Corporation is 76,000,000 shares, divided

     into 75,000,000 shares of Common Stock, par value $.01 per share, and

     1,000,000 shares of Preferred Stock, par value $.01 per share."

 

          The remainder of Article FIFTH shall remain unchanged.

 

     3.   The amendment of the Certificate of Incorporation herein certified

has been duly adopted in accordance with the provisions of Section 242 of the

General Corporation Law of the State of Delaware.

 

     4.   This amendment to the Certificate of Incorporation is being filed in

accordance with Section 103 of the General Corporation Law of the State of

Delaware.

 

     5.   The effective time of the amendment herein certified shall be July

20, 2001.

 

Signed on July 23, 2001

 

 

 

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

                                             Fred Gysi, Secretary

 

 


CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THQ INC.
 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of THQ Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment proposed be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIFTH" so that, as amended, the Article shall be read as follows:

        "FIFTH: The Corporation is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The amount of total authorized capital stock of the Corporation is 226,000,000 shares, divided into 225,000,000 shares of Common Stock, par value $.01 per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share."

The remainder of Article FIFTH shall remain unchanged.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 30th day of July, 2007.

 

 

By:

/s/ SHERYL KINLAW


 

 

 

(Authorized Officer)

 

 

Title:

Vice President, Legal


 

 

Name:

Sheryl Kinlaw


 

 

 

(Print or Type)

 

 


CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THQ Inc.

 

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

FIRST:

That the board of directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Certificate of Incorporation (this “Amendment”) to combine each ten outstanding shares of the Corporation's common stock, par value $.01 per share (the “Common Stock”), into one (1) validly issued, fully paid and non-assessable share of Common Stock; and (ii) declaring this Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Company's Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of the Corporation.

SECOND:

That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.

 

THIRD:

That the capital of the Corporation shall not be reduced under or by reason of this Amendment.

FOURTH:

That upon the effectiveness of this Amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of ARTICLE FIFTH of the Certificate of Incorporation:

 

As of 5:00 p.m. (pacific time) on July 5, 2012 (the “Effective Time”), each ten (the “Reverse Split Factor”) shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.01 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Each stockholder of record who otherwise would be entitled to receive fractional shares, will be entitled to an amount in cash (without interest or deduction) equal to the fraction of one whole share to which such stockholder would otherwise be entitled multiplied by the product of: (y) the average of the closing prices of the Common Stock on the NASDAQ Global Select Market or other principal market of the Common Stock, as applicable for the five consecutive trading days immediately preceding the Effective Time and (z) the Reverse Split Factor. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined pursuant to the Reverse Stock Split, subject to the elimination of fractional share interests as described above.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by Edward L. Kaufman, Executive Vice President, Business and Legal Affairs, and Corporate Secretary this 5th day of July, 2012.

 

THQ Inc.

 

By:     /s/ Edward L. Kaufman                

Name:    Edward L. Kaufman,

Title:    Executive Vice President, Business and Legal Affairs,

and Corporate Secretary

 

[As Filed: 07-06-2012]