AMENDED AND RESTATED
(hereinafter called the “Corporation”)
Section 1. Registered Office . The registered office of the Corporation shall be in the City of Wilmington,
County of New Castle, State of Delaware or at such place within the State of Delaware as the Board of
Directors may from time to time determine.
Section 2. Other Offices . The Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time determine.
Meetings of Stockholders
Section 1. Place and Time of Meetings . Meetings of the stockholders for the election of directors or for
any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors. Subject to applicable law, the Board of Directors may
elect to postpone any previously scheduled meeting of stockholders.
Section 2. Annual Meetings . The annual meetings of stockholders for the election of directors shall be held
on such date and at such time as shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the annual meeting of stockholders.
Section 3. Special Meetings . Unless otherwise required by law or by the certificate of incorporation of the
Corporation, as amended and restated from time to time (including any certificates of designation with respect to
any Preferred Stock, the “Certificate of Incorporation”), special meetings of stockholders, for any purpose or
purposes, may only be called by the Board of Directors pursuant to a resolution stating the purpose or purposes
thereof or by the Chairman, if there be one, and any power of stockholders to call a special meeting is specifically
denied. Notice of a special meeting stating the place, date and hour of the meeting and the purpose or purpo