AMENDED AND RESTATED
OF MERGE TECHNOLOGIES INCORPORATED
(as of July 31, 1997)
The principal office of the corporation in the State of Wisconsin shall be located in the City of Milwaukee,
County of Milwaukee. The corporation may have such other offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time
The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in
the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and
the address of the registered office may be changed from time to time by the Board of Directors.
Section 1 -- Annual Meeting.
The annual meeting of the shareholders for the election of directors and for the transaction of such other business
as may properly be brought before the meeting shall be held at such time as is specified in the notice of the
meeting on either the first Friday in March of each year or on such other date as may be fixed by the Board of
Directors of the corporation prior to the giving of the notice of the meeting. The Board of Directors acting by
resolution may postpone or reschedule any annual meeting of shareholders.
Section 2 -- Special Meetings.
Special meetings of the shareholders for any purpose or purposes shall be called to be held at any time upon the
request of the President, a majority of the members of the Board of Directors or of the Executive Committee then
in office or upon the written request of the holders of not less than ten (10%) percent of all outstanding shares of
the corporation. Business transacted at all special meetings shall be confined to the specific purpose
or purposes of the persons authorized to request such special meeting as set forth in this Section 2 and only such
purpose or purposes will be set forth in the notice of the meeti