ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at
such time as the Board of Directors shall fix each year.
Section 2. Special Meetings.
Special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution
adopted by a majority of the Whole Board. For the purposes of these Restated Bylaws, the term “Whole Board” shall mean the
total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. Special
meetings of the stockholders may be held at such place within or without the State of Delaware as may be stated in such
Section 3. Notice of Meetings.
Notice of the place, if any, date, and time of all meetings of the stockholders, and the means of remote communications, if
any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given,
not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as
required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation, as
amended and restated from time to time).
When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place,
if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is
taken; provided, how