AMENDED AND RESTATED BYLAWS
OF
SENESCO TECHNOLOGIES, INC.
(a Delaware corporation)
ARTICLE I
Stockholders
SECTION 1. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall
not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board
of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.
If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on
which a