CERTIFICATE OF AMENDMENT OF
SECOND RESTATED ARTICLES OF INCORPORATION
SIGMA DESIGNS, INC.
The undersigned, Thinh Q. Tran and Thomas E. Gay III, certify that:
1. They are the duly elected and acting President and Chief Executive Officer, and Secretary and
Chief Financial Officer, respectively, of Sigma Designs, Inc., a California corporation (the “ Corporation ”).
2. Article III of the Second Restated Articles of Incorporation of the Corporation is amended in its
entirety to read in full as follows:
“ The Corporation is authorized to issue two classes of shares, designated “Common Stock” and
“Preferred Stock.” The total number of shares which this Corporation is authorized to issue is
102,000,000. The number of Preferred Stock which this Corporation is authorized to issue is 2,000,000. The
number of shares of Common Stock which this Corporation is authorized to issue is 100,000,000.
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of
this corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in
any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of shares of any such series then outstanding) the
number of shares of any such series subsequent to the issue of shares of that series, to determine the designation
and par value of any series and to fix the number of shares of any series.”
* * *
3. The foregoing amendment of the Second Restated Articles of Incorporation was duly approved
by the Board of Directors of the Corporation on November 1, 2007.
4. The foregoing amendment of the Second Restated Articles of Incorporation has been duly
approved by the required