AMENDED AND RESTATED
MAC FILMWORKS, INC.
A DELAWARE CORPORATION
1.1 Definitions. Unless the context clearly requires otherwise, in these Bylaws:
(a) "Board" means the board of directors of the Com-pany.
(b) "Bylaws" means these bylaws as adopted by the Board and includes amendments subsequently adopted by
the Board or by the Stockholders.
(c) "Certificate of Incorporation" means the Certificate of Incorporation of Keystone Entertainment, Inc. as filed
with the Secretary of State of the State of Delaware and in-cludes all amendments thereto and restatements
thereof subsequently filed.
(d) "Company" means Mac Filmworks, Inc., a Delaware corporation.
(e) "Section" refers to sections of these Bylaws.
(f) "Stockholder" means stockholders of record of the Company.
1.2 Offices. The title of an office refers to the per-son or persons who at any given time perform the duties of that
particular office for the Company.
2.1 Principal Office. The Company may locate its principal office within or without the state of incorporation as
the Board may determine.
2.2 Registered Office. The registered office of the Company required by law to be maintained in the state of
incorporation may be, but need not be, the same as the prin-cipal place of business of the Company. The Board
may change the address of the registered office from time to time.
2.3 Other Offices. The Company may have offices at such other places, either within or without the state of
incor-poration, as the Board may designate or as the business of the Company may require from time to time.
MEETINGS OF STOCKHOLDERS
3.1 Annual Meetings. The Stockholders of the Company- shall hold their annual meetings for the purpose of
elect-ing directors and for the transaction of such other proper bus-iness as may come before such meetings at
such time, date and place as the Board shall determine by resolution.
3.2 Special Meetings. Only the Board, th