iRobot 2014 Annual Report Download - page 72

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B-4
1. Amendment by Directors. Except as otherwise provided by law, the of the Corporation may be amended
or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.
2. Amendment by Stockholders. The of the Corporation may be amended or repealed at any annual meeting
of stockholders, or special meeting of stockholders called for such purpose as provided in the by the affirmative vote of at
least 75%the majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class;
provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of
stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares entitled to
vote on such amendment or repeal, voting together as a single class.
ARTICLE IX
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute
and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the
holders of voting stock is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of
voting stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority
of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding
shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose;
provided, however, that the affirmative vote of not less than 75% of the outstanding shares entitled to vote on such amendment or
repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be
required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII or Article IX of this Certificate.