AMENDED AND RESTATED
(hereinafter called the “Corporation”)
Section 1. Registered Office . The registered office of the Corporation shall be in the City of Wilmington, County of New
Castle, State of Delaware.
Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings . The Annual Meetings of Stockholders shall be held on such date and at such time as shall
be designated from time to time by the Board
of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, by a plurality vote, a Board
of Directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings . Unless otherwise prescribed by law or by the Restated Certificate of Incorporation of the
Corporation (as the same has been and may be further amended from time to time, the “Certificate of Incorporation”), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board, (ii) the Chief
Executive Officer, (iii) the President, or (iv) the Secretary, and shall be called by any such officer at the request in writing of a
majority of the Board of Directors or at the request in writing of stockholders owning issued and outstanding capital stock of
the Corporation representing not less than a majority of the voting power of