RESTATED CERTIFICATE OF INCORPORATION
VITESSE SEMICONDUCTOR CORPORATION
The undersigned does hereby certify as follows on behalf of Vitesse Semiconductor Corporation (the “
Corporation ”), a corporation organized and existing under the General Corporation Law of Delaware, for the
purpose of integrating and restating its Certificate of Incorporation:
ONE: The present name of the Corporation is Vitesse Semiconductor Corporation.
TWO: The Corporation filed its Certificate of Incorporation under the name Vitesse Semiconductor
Corporation with the Secretary of State of Delaware on January 10, 1992, which it subsequently amended on
February 10, 1997, February 12, 1998, September 16, 1999, March 6, 2000, January 7, 2010, June 30, 2010
and August 5, 2010.
THREE: The following Restated Certificate of Incorporation was duly adopted by the Corporation’s
Board of Directors in accordance with the provisions of Section 245 of the General Corporation Law of
Delaware and only restates and integrates and does not further amend the provisions of the Corporation’s
Certificate of Incorporation as heretofore amended and supplemented, and there is no discrepancy between
those provisions and the following:
1. The name of the corporation is Vitesse Semiconductor Corporation (the “ Corporation ”).
2. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, zip code 19801. The name of its
registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage
in any lawful act or activity for which Corporations may be organized under the General Corporation Law of
4. This Corporation is authorized to issue two classes of shares to be designated respectively Preferred
Stock (“ Preferred ”) and Common Stock (“ Com