MOBILE PRESENCE TECHNOLOGIES, INC.
SECTION 1. REGISTERED OFFICE. The registered office shall be established and
maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington,
State of Delaware 19808, County of New Castle and said corporation shall be the registered agent of this
corporation in charge thereof unless and until a successor registered agent is appointed by the Board of
SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint
or the business of the corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
Directors and for such other business as may be stated in the notice of the meeting, shall be held on such date as
the Board of Directors, by resolution, may designate, at such place, either within or without the State of
Delaware, as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice of the meeting or as may properly
come before the meeting in accordance with these By-laws.
SECTION 2. VOTING. Each stockholder entitled to vote in accordance with the terms of
the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one
vote in person or by proxy, for each share of stock held by such stockholder which has voting power upon the
matter in question, but no proxy shall be voted after three years from its date unless such proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and on