Effective: March 27, 2008
AMENDED AND RESTATED BYLAWS
ASPENBIO PHARMA, INC.
The principal office of the corporation shall be designated from time to time by the corporation and may be within or
outside of Colorado.
The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or
as the business of the corporation may require from time to time.
The registered office of the corporation required by the Colorado Business Corporation Act to be maintained in Colorado
may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to
time by the board of directors.
Section 1. Annual Meeting . The annual meeting of the shareholders shall be held during the month of May of each year on
a date and at a time fixed by the board of directors of the corporation (or by the president in the absence of the action by the
board of directors) for the purpose of electing directors and for the transaction of such other business as may come before the
meeting. If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders,
or any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as
soon thereafter as it may conveniently be held.
A shareholder may apply to the district court in the county in Colorado where the corporation’s principal office is located
or, if the corporation has no principal office in Colorado, to the district court of the county in which the corporation’s registered
office is located to seek an order that a shareholder meeting be held (i) if an annual meeting was not held within six months after
the close of the corporation’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier,
or (ii) if the