SECOND AMENDED AND RESTATED BY-LAWS
OPNET TECHNOLOGIES, INC.
ARTICLE I - STOCKHOLDERS
1. Place of Meetings . All meetings of stockholders shall be held at such place as may be designated from time to time by
the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the
2. Annual Meeting . The annual meeting of stockholders for the election of directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of
Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is
to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of
the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-Laws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.
3. Special Meetings . Special meetings of stockholders may be called at any time only by the Chairman of the Board, the
President or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
4. Notice of Meetings . Except as otherwise provided by law, written notice of each meeting of stockholders, whether
annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any
notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the Delaware
General Corporation Law) by the stockholder to whom the notice is given. Th