(hereinafter called the "Corporation")
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose
shall be held at such time and place, either within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors.
Section 2. Annual Meetings. The annual meetings of stockholders for the election of directors shall be held on
such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper
business may be transacted at the annual meeting of stockholders.
Section 3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the
Corporation, as amended and restated from time to time (including any
Certificates of Designation with respect to any Preferred Stock, the "Certificate of Incorporation"), special
meetings of stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one,
or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if
there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors or
(ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings, which request shall state the purpose or purposes
of the proposed meeting; provided, however, that effective on and after the Second Trigger Date (as hereinafter