Third Amended and Restated Certificate of Incorporation

The present name of the corporation is K2M Group Holdings, Inc. (the "Corporation"). The Corporation was incorporated under the name "Altitude Group Holdings, Inc." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 29, 2010, which original Certificate of Incorporation was amended and restated on August 12, 2012 and amended and restated again on December 23, 2011. This Third Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the Corporation's Certificate of Incorporation, as amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the Corporation, as amended and restated, is hereby amended, integrated and restated to read in its entirety as follows:

ARTICLE I - NAME
ARTICLE II - REGISTERED OFFICE AND AGENT
ARTICLE III - PURPOSE
ARTICLE IV - CAPITAL STOCK
ARTICLE V - AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
ARTICLE VI - BOARD OF DIRECTORS
ARTICLE VII - LIMITATION OF DIRECTOR LIABILITY
ARTICLE VIII - CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS
ARTICLE IX - COMPETITION AND CORPORATE OPPORTUNITIES
ARTICLE X - DGCL SECTION 203 AND BUSINESS COMBINATIONS
ARTICLE XI - MISCELLANEOUS

IN WITNESS WHEREOF, K2M Group Holdings, Inc. has caused this Third Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 7th day of May, 2014.

K2M GROUP HOLDINGS, INC.

 

By: ________________________________
Name: Eric D. Major
Title: President and Chief Executive
Officer

  • Member
  • Chair
  • Financial Expert
  • Independent Director