AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED BYLAWS OF
ZAGG INC
The undersigned, being the duly elected and acting President and Chief Executive Officer of ZAGG Inc, a Delaware corporation (the “Corporation”), does hereby certify that:
1. The Board of Directors of the Corporation, by unanimous written consent, approved and adopted the following amendments to the Bylaws of the Corporation effective as of February 13, 2021:
The Bylaws are hereby amended by the addition thereto of a new Section 7.7 under Article VII, which reads in its entirety as follows:
“Section 7.7 FORUM SELECTION. (i) Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent of the corporation to the corporation or the corporation’s stockholders, including any claim alleging aiding and abetting of such breach of a fiduciary duty, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws of the corporation, (d) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine or (e) any other action asserting an “internal corporate claim” (as that term is defined in Section 115 of the DGCL). Any person or entity owning, purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this bylaw. (ii) If any action or proceeding the subject matter of which is within the scope of paragraph (i) above is filed in a court other than in accordance with the above provision (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce paragraph (i) above (an “FSC Enforcement Action”) and (b) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.”
2. All other provisions of the Bylaws of the Corporation remain unchanged and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 13th day of February 2021.
/s/ Chris Ahern
President and CEO
