VIKING SYSTEMS, INC.
(A DELAWARE CORPORATION)
Section 1.1 Registered Office . The registered office of Viking Systems, Inc. shall be fixed in the corporation’s
Certificate of Incorporation, as the same may be amended from time to time.
Section 1.2 Other Offices . The corporation’s Board of directors (the “ Board ”) may at any time establish
other offices at any place or places where the corporation is qualified to do business.
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meetings . Meetings of stockholders shall be held at any place, within or outside the State
of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of
stockholders shall not be held at any place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “ DGCL ”). In the absence of
any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal
Section 2.2 Annual Meeting . The annual meeting of stockholders shall be held each year. The Board shall
designate the date and time of the annual meeting. In the absence of such designation the annual meeting of
stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls
on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day.
At the annual meeting, directors shall be elected and any other proper business may be transacted.
Section 2.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board,
chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but
such special meetings may not be called by any other person or persons.
No business may be transacted at such special meeting other than the bus