AMENDED AND RESTATED
OF VERDISYS, INC.
A CALIFORNIA CORPORATION
(as amended on September 25, 2003)
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation shall
be fixed and located as provided by written resolution of the directors. The location may be changed by approval
of a majority of the authorized Directors, and additional offices may be established and maintained at such other
place or places, either within or without California, as the Board of Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of
Directors at any place or places where the corporation is qualified to do business.
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of the California General Corporation
Law (“GCL”) and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved
by the Shareholders, as that term is defined in Section 153 of the GCL, or by the outstanding shares, as that term is defined in
Section 152 of the GCL, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised
by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of
any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the
best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent pe