AMENDED AND RESTATED
A DOPTED D ECEMBER 6, 2007
SECTION 1. REGISTERED OFFICE. The address of the Corporation’s registered office in the State of Delaware is c/o the
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
SECTION 2. OTHER OFFICES. The board of directors may at any time establish other offices at any place or places where
the corporation is qualified to do business.
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders entitled under the corporation’s Certificate of
Incorporation (the “Certificate of Incorporation”) and these by-laws to vote on matters properly to be considered at an annual
meeting shall be held each year on a date and at a time designated by the board of directors. Any previously scheduled annual
meeting of the stockholders may be postponed by resolution of the board of directors upon public notice given prior to the date
previously scheduled for such annual meeting of the stockholders. At the meeting, directors shall be elected and any other
proper business may be transacted.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called by the chief executive officer,
president, the board of directors, or by holders of Common Stock who hold, in the aggregate, not less than fifty percent
(50%) of the outstanding shares of Common Stock for the purpose or purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETINGS. Meetings of stockholders may be held at such place, within or without the State of
Delaware, and at such time as shall be determined pursuant to Section 2 of this Article II, and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
SECTION 4. NOTICE OF MEETINGS. A written notice of each meeting of stockholders, stating the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purpo