AMENDED AND RESTATED
ZHONE TECHNOLOGIES, INC.
SECTION 1. Registered Office . The registered office of the Corporation in the State of Delaware shall be located at 1209
Orange Street, Wilmington, Delaware. The name of the Corporation’s registered agent at such address shall be Corporation
Trust Center. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the
Board of Directors.
SECTION 2. Other Offices . The Corporation may have an office or offices other than said registered office at such place or
places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business
of the Corporation may require.
Meetings of Stockholders
SECTION 1. Place of Meetings . All meetings of the stockholders for the election of directors or for any other purpose shall
be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver thereof.
SECTION 2. Annual Meeting . An annual meeting of stockholders shall be held each year and stated in a notice of meeting
or in a duly executed waiver thereof. The date, time and place of such meeting shall be determined by the Chief Executive Officer
of the Corporation; provided that the Chief Executive Officer does not act, the Board of Directors shall determine the date, time,
and place of such meeting. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and
transact such other business as may properly be brought before the meeting.
SECTION 3. Special Meetings . Special meetings of stockholders may be called for any purpose by the Board of Directors,
Chairman or Chief Executive Officer and may be held at such time and place, within or without the State of Delaware, as shall