AMENDED AND RESTATED
OFFICES, CORPORATE SEAL
Section 1.01. OFFICES. The Corporation shall have a registered office, a principal office and such other offices
as the Board of Directors may determine.
Section 1.02. CORPORATE SEAL. There shall be no corporate seal.
MEETINGS OF STOCKHOLDERS
Section 2.01. PLACE AND TIME OF MEETINGS. Meetings of the stockholders may be held at such place
and at such time as may be designated by the Board of Directors.
Section 2.02. ANNUAL MEETINGS. The annual meeting of the stockholders of the Corporation shall be held
at such place and at such time as designated by the Board of Directors. The purpose of this meeting shall be for
the election of directors and for the transaction of such other business as may properly come before the meeting.
Section 2.03. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes shall
be called by the Secretary at the written request of a majority of the total number of directors, by the Chairman of
the Board, by the President or by the stockholders owning a majority of the shares outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any
special meeting shall be limited to the purposes stated in the notice.
Section 2.04. QUORUM. ADJOURNED MEETINGS. The holders of a majority of the shares outstanding and
entitled to vote shall constitute a quorum for the transaction of business at any annual or special meeting. If a
quorum is not present at a meeting, those present shall adjourn to such day as they shall agree upon by majority
vote. Notice of any adjourned meeting need not be given if the time and place thereof are announced at the
meeting at which the adjournment is taken. At adjourned meetings at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is prese