AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TRIPATH TECHNOLOGY INC.
A Delaware Corporation
Tripath Technology Inc., a corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies that:
A. The name of this Corporation is Tripath Technology Inc.
B. The date of filing of this Corporation's original Certificate of Incorporation with the Secretary of the State of
Delaware was July 12, 2000.
C. Pursuant to Sections 242 and 245 of the Delaware General Corporation law, this Restated Certificate of
Incorporation restates, integrates and amends the provisions of the Corporation's Amended and Restated
Certificate of Incorporation as follows:
ONE. The name of this Corporation is Tripath Technology Inc.
TWO. The address of the Corporation's registered office in the State of Delaware is 15 East North Street, City
of Dover, County of Kent, Delaware 19901. The name of its registered agent at such address is Incorporating
THREE. The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOUR. This Corporation is authorized to issue two classes of shares to be designated, respectively, Common
Stock and Preferred Stock. The total number of shares of Common Stock which this corporation is authorized to
issue is 100,000,000, with a par value of $0.001, and the total number of shares of Preferred Stock which this
corporation is authorized to issue is 5,000,000, with a par value of $0.001.
The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions
providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly
vested in the Board of Directors). The Board of Directors is further authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly unissued serie