exv10w3



 





Exhibit 10.3




AMENDMENT NO. 1

TO

AMENDED AND RESTATED BYLAWS

OF

ENDOCARE, INC.




     Pursuant to a resolution of the Board of Directors of Endocare, Inc., a Delaware corporation
(the “Corporation”), adopted at a meeting duly called and held on February 28, 2008,
Article VI of the Bylaws of the Corporation was amended and restated, to read as follows:



ARTICLE VI

CERTIFICATES OF STOCK




     Section 1. Certificates of Stock; Uncertificated Shares. The shares of the
corporation shall be represented by a certificate, provided that the board of directors of the
corporation may provide by resolution or resolutions that some or all of any or all classes or
series of the corporation’s stock shall be uncertificated shares. Every holder of stock in the
corporation represented by certificates shall be entitled to have a certificate, signed by, or in
the name of the corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
Chief Executive Officer or the President or a Vice President and the Chief Financial Officer or an
Assistant Chief Financial Officer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him or her in the corporation.



     Certificates may be issued for partly paid shares and in such case upon the face or back of
the certificates issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be specified. In the case of
uncertificated partly paid shares, such amounts shall be recorded upon the books and records of the
corporation.



     If the corporation shall be authorized to issue more than one class of stock or more than one
series of any class, the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of
the certificate which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Upon the issuance of uncertificated shares, within a reasonable time
after the issuance or transfer of uncertificated shares, the corporation shall send to the
registered owner thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to this Section 1 or as otherwise provided in the General
Corporation Law of Delaware. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and obligations of the holders
of certificates representing stock of the same class and series shall be identical.



     Section 2. Execution of Certificates. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer, transfer agent or registrar at the date of
issue.













 





     Section 3. Lost Certificates. The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new certificate or certificates or
uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the owner’s legal representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.



     Section 4. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate or uncertificated shares to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. Upon the receipt of proper
transfer instructions from the registered owner of uncertificated shares, such uncertificated
shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares
shall be made to the stockholder entitled thereto, and the transaction shall be recorded upon the
books of the corporation.



     Section 5. Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



     Section 6. Registered Stockholders. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by the laws of
Delaware.