MOTHERS WORK, INC.
(As Amended and Restated, December 10, 2007)
Section 1. Place of Meetings . The meetings of the stockholders shall be held at such time and at such
place within or without the State of Delaware as shall be designated by the Board of Directors.
Section 2. Annual Meeting . The annual meeting of stockholders shall be held on such date as may be
fixed by the Board of Directors, or if no such date is fixed, then on the first Monday in June in each year, or if
such day is a legal holiday, then on the first day following that is not a legal holiday.
Section 3. Special Meetings . Special meetings of the stockholders may be called at any time by the
Chairman, the Chief Executive Officer, the President or the Board of Directors.
Section 4. Notice of Meetings . Written notice stating the place, day and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed or personally
delivered not less than ten (10) nor more then sixty (60) days prior to the date of the meeting, by the Secretary,
to each stockholder of record entitled to vote at such meeting. Waiver by a stockholder of notice of a
stockholders meeting, signed by him or her, whether before or after the time of such meeting, or attendance at
such meeting, shall be equivalent to the giving of such notice.
Section 5. Voting Rights . Every holder of record, as provided below, of common stock shall be entitled
to vote, in person or by proxy executed in writing and delivered to the Secretary, at or before the meeting and
shall be entitled to one vote for each share of stock standing in his or her name; provided that no revocable proxy
shall be voted if executed more than three years prior to the date of such meeting. Except as may otherwise be
provided by the Board of Directors from time to time, only stockholders of record at the close of bu