AMENDED AND RESTATED BYLAWS OF
POKER MAGIC, INC.
Poker Magic, Inc. is a corporation formed and organized as of January 10, 2006, under Minnesota
Statutes, Chapter 302A (the Minnesota Business Corporation Act, referred to hereinafter as the “Act”). These
bylaws govern the corporation and are intended to comply with the Act.
Registered Office . The corporation’s registered office shall be located within the State of
Minnesota as set forth in the articles of incorporation. The corporation’s board of directors (the “Board”) shall
have authority to change the corporation’s registered office and a statement evidencing any such change shall be
filed with the Minnesota Secretary of State, as required by law.
Offices . The corporation may have other offices, including its principal business office, either
within or without the State of Minnesota.
Corporate Seal . The Board shall determine whether or not the corporation will adopt a
corporate seal. If a corporate seal is adopted, inscribed on the corporate seal shall be the name of the
corporation and the words “corporate seal,” and when so directed by the Board, a duplicate of the seal may be
kept and used by the corporation’s Secretary.
Regular Meetings . Regular meetings of the shareholders shall be held at the corporation’s
principal executive office or at such other place within or without the State of Minnesota as is designated by the
Board or the President. Regular meetings may be held annually or on a less frequent periodic basis, as established
by a Board resolution, or may be held on call by the Board from time to time as and when the Board determines.
At each regular meeting, the shareholders shall elect qualified successors for directors who serve for an indefinite
term or whose terms have expired or are due to expire within six months after the date of the meeting, and may