AMENDED AND RESTATED BYLAWS
HIGHER ONE HOLDINGS, INC.
(as of June 16, 2010)
Article I - Offices
1. Registered Office . Higher One Holdings, Inc. (the “ Corporation ”) shall have and maintain at all times (i) a registered
office in the State of Delaware, which office shall be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the
County of New Castle, in the State of Delaware 19808; and (ii) a registered agent located at such address whose name is
Corporation Service Company, until changed from time to time as provided by the General Corporation Law of the State of
Delaware, as in effect from time to time (the “ DGCL ”).
2. Other Offices . The principal office of the Corporation may be located within or without the State of Delaware, as
designated by the Board of Directors of the Corporation (the “ Board of Directors ”). The Corporation may have other offices
and other places of business at such places within or without the State of Delaware as shall be determined by the Directors or
as may be required by the business of the Corporation.
Article II - Stockholders
1. Annual Meeting . The annual meeting of stockholders shall be held each year at the place, either within or without the
State of Delaware (including by remote communication as authorized by Section 211(a)(2) of the DGCL), and at the date and time
determined by the Board of Directors from time to time. The purposes for which the annual meeting is to be held, in addition to
those prescribed by law, by the Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”) elsewhere in
these Bylaws, shall be for the purpose of electing directors and for such other purposes as may properly come before it,
including such as shall be properly specified in the notice for the meeting pursuant to Section 4 of this Article II, and only
business within such purposes may be conducted at the meeting.
2. Special Meetings . Subject to the rights of the holders of the preferred s