AMENDED AND RESTATED BYLAWS
BTHC XI, INC.
As amended January 30, 2007
. Registered Office . The registered office of BTHC XI, Inc. (the
“Corporation”) shall be in such place within the State of Delaware as the Board of Directors (the “Board”) may
from time to time determine.
. Principal Office . The Corporation may have offices also at such other places
within and without the State of Delaware as the Board may from time to time determine or as the business of the
Corporation may require.
. Other Offices . The Corporation may establish any additional offices, at any
place or places, as the Board may designate or as the business of the Corporation shall require.
MEETINGS OF STOCKHOLDERS
. Place . Meetings of the stockholders of the Corporation (the “Stockholders”)
shall be held at such place either within or without the State of Delaware as shall be designated from time to time
by a resolution of a majority of the Board.
. Annual Meetings . The annual meeting of the Stockholders shall, unless
otherwise provided by the Board, be held on the third Tuesday in May each year. At each annual meeting of the
Stockholders, the Stockholders shall elect directors, vote upon the ratification of the selection of the independent
auditors selected for the Corporation for the then current fiscal year of the Corporation, and transact such other
business as may properly be brought before the meeting.
. Notice of Meetings . Notice of the place, if any, date, and time of all meetings
of the Stockholders, and the means of remote communications, if any, by which Stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, shall be given, not less than 10 nor more than
60 days before the date on which the meeting is to be held, to each holder of Voting Stock e