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CERTIFICATE OF ELIMINATION
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
Exar Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
FIRST: That, on December 15, 1995, pursuant to Section 151 of the DGCL and the authority granted in the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) by resolution duly adopted, authorized the issuance of a series of 250,000 shares of preferred stock, par value $0.0001 per share, designated as “Series A Junior Participating Preferred Stock” (the “Series A Shares”), and fixed the relative designations and the powers, preferences and rights and the qualifications, limitations and restrictions thereof.
SECOND: That, on December 26, 1995, the Corporation filed a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) with respect to such Series A Shares with the Secretary of State of the State of Delaware.
THIRD: That no Series A Shares are outstanding and no shares thereof will be issued subject to such Certificate of Designation.
FOURTH: That on September 15, 2010, the Board adopted the following resolutions:
WHEREAS, on December 15, 1995, pursuant to Section 151 of the Delaware General Corporation Law and the authority granted in the Certificate of Incorporation of the Corporation, the Boa