AMERICAN TECHNOLOGY CORPORATION
(a Delaware Corporation)
(As Amended and Restated March 21, 2006)
1.00. Applicability. These Bylaws provide rules for conducting the business of this corporation (the “ Company ”). Every
shareholder and person who subsequently becomes a shareholder, the Board of Directors, Committees and Officers of the
Company shall comply with these Bylaws, as amended from time to time. All Bylaws and resolutions heretofore adopted by the
Board of Directors are hereby repealed, to the extent in conflict with the provisions of these Bylaws.
2.00. Offices. The principal office of Company shall be selected by the Board of Directors from time to time and may be
within or without the State of Delaware. The Company may have such other offices, within or without the State of Delaware, as
the Board of Directors may, from time to time, determine. The registered office of the Company required by the General
Corporation Law of Delaware to be maintained in Delaware may be, but need not be, identical with the principal office if in
Delaware, and the address of the registered office may be changed from time to time by the Board of Directors.
3.00. Definition of Terms. Terms defined in the Company’s Certificate of Incorporation, as amended and restated from time
to time in effect (the “ Charter ”), shall have the same meanings when used in these Bylaws.
Stock and the Transfer Thereof
1.00. Stock Cert i ficates. The shares of the Company’s capital stock shall be represented by consecutively numbered
certificates signed by the President or a Vice President and the Secretary or Assistant Secretary of the Company, and sealed
with the seal of the Company, or a facsimile thereof. If certificates are signed by a transfer agent and registrar other than the
Company or an employee thereof, the signatures of the officers of the Company may be facsimile. In case any officer who has
signed (by real or facsimile signature) a c