CERTIFICATE
OF ELIMINATION
(Pursuant
to Section 151(g) of the General Corporation Law of the State of
Delaware)
The
undersigned, Patrick G. Reutens, does hereby certify
that:
1. The
undersigned is the duly elected and acting Senior Vice President,
Chief Legal Officer and Secretary of Atmel Corporation, a Delaware
corporation (the “Company”).
2. Pursuant
to authority conferred upon the Board of Directors of the Company
by the Restated Certificate of Incorporation of the Company, on
December 18, 2009, the Board of Directors of the Company
adopted the following resolutions:
“
WHEREAS, by resolution of the Board of Directors of the
Company and by a Certificate of Designations of Rights, Preferences
and Privileges o