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RAFAEL HOLDINGS, INC.
(hereinafter called the "Corporation")
Effective as of July 14, 2025
Section 1. Registered
Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.
Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
MEETINGS OF STOCKHOLDERS
of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, by a majority vote,
a Board of Directors, and transact such other business as may properly be brought before the meeting.
Meetings. Unless otherwise prescribed by law or by the Amended and Restated Certificate of Incorporation of the Corporation (as the
same has been and may be further amended from time to time, the "Certificate of Incorporation"), Special Meetings of Stockholders,
for any purpose or purposes, may be called by either (i) the Chairman of the Board, (ii) the Executive Chairman, (iii) the Chief Executive
Officer, (iv) the President, (v) the Corporate Secretary, or (vi) any Assistant Secretary, and shall be called by any such officer at
the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning issued and outstanding
capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock
of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.
of stockholders' meetings, stating the place, date, and hour thereof, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given to each stockholder entitled to vote thereat by or at whose direction the notice is being
issued. A copy of the notice of any meeting shall be delivered in accordance with the provisions of Article VI below, not less than ten
days but not more than sixty days before the date of such meeting, unless a different period is prescribed by law.
5. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of issued and
outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding
capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.
Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders
shall be decided by the vote of the holders of issued and outstanding capital stock of the Corporation representing not less than a majority
of the voting power of all issued and outstanding capital stock of the Corporation present or represented by proxy and entitled to vote
thereat. Each stockholder represented at a meeting of stockholders shall be entitled, for each share of the capital stock entitled to
vote thereat held by such stockholder, such number of votes as are set forth for such share in the Certificate of Incorporation as in
effect from time to time. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date,
unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding
at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.
7. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any
action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed, and dated for the purposes of these By-Laws, provided that any such electronic
transmission sets forth or is delivered with information from which the Corporation can determine (1) that the electronic
transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or
proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic
transmission. Any consent by means of electronic transmission shall be deemed to have been signed on the date on which such
electronic transmission was transmitted. No consent given by electronic transmission shall be deemed to have been delivered until
such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody
of the book or books in which proceedings of meetings of stockholders are recorded.
to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding
the foregoing limitations on delivery, consents given by electronic transmission, may be otherwise delivered to the principal place of
business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.
or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes
for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.
of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and the number and class of shares registered in the name
of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder
of the Corporation who is present.
Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting
and Election of Directors.
The Board of Directors
shall consist of not less than three nor more than seventeen members, the exact number of which shall be fixed from time to time by the
two types of directors:
a. Voting Directors.
The Board of Directors shall consist of not less than three Voting Directors, the exact number of which shall be fixed from time to time
by the Board of Directors , who shall have the right to participate in all meetings of the Board and to vote on all matters submitted
to the Board for vote, by written consent or at a meeting at which such director is present; and
b. Ex-Officio (Non-Voting)
Directors: From time to time, the Board of Directors may appoint one or more Ex-Officio Directors. Each Ex-Officio Director shall serve
as long as the Board of Directors determines in its sole discretion. The number of Ex-Officio Directors may be modified as the Board of
Directors determines is in the best interest of the Corporation. Ex-Officio Directors shall be entitled to participate in meetings of
the Board of Directors, but have no vote in any matter before the Board of Directors.
in Section 2 of this Article, directors shall be elected if the votes cast at the Annual Meeting of Stockholders for each nominee's
election exceed the votes cast against such nominee's election. Each director so elected shall hold office until the expiration
of the term of such director (as set forth in the Certificate of Incorporation) and until his or her successor is duly elected and qualified,
or until his or her earlier death or incapacity, resignation, retirement, disqualification or removal from office. Any director may resign
at any time upon notice to the Corporation. Directors need not be Stockholders.
Section 2. Vacancies.
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority
of the Voting Directors then in office, though less than a quorum, or by a sole remaining Voting Director, and the Voting Directors so
chosen shall hold office until the next occurring annual meeting of stockholders following their election and until their successors are
duly elected and qualified, or until their earlier death or incapacity, resignation, retirement, disqualification or removal from office.