AMENDMED AND RESTATED
Section 1.1. Annual Meetings . An annual meeting of stockholders shall be held for the election of directors at such date,
time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from
time to time. Any other proper business may be transacted at the annual meeting.
Section 1.2. Special Meetings . Special meetings of stockholders may be called at any time by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such time and place either
within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of stockholders shall be
called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of
record 25% of the outstanding stock of any class entitled to vote at such meeting.
Section 1.3. Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice
of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.
Section 1.4. Adjournments . Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at
the same or some other place, and notice need not be given of any such adjourned meeting if the time and place t