Intellicheck, Inc. Second Amended and Restated Bylaws

Intellicheck, Inc. has adopted Second Amended and Restated Bylaws, effective immediately as of July 17, 2026. These updated bylaws modernize the company's governance in line with Delaware law. Key changes include provisions for electronic transmission of notices and meetings, allowing remote participation, and electronic record maintenance. The board of directors now has the sole authority to set meeting dates, postpone, reschedule, adjourn, or cancel stockholder meetings. Special meetings can only be called by the CEO or the Board. The quorum requirement is a majority of voting power, and matters are decided by a majority of votes cast, except for director elections which use a majority of votes cast standard, or a plurality if more nominees than seats exist. Advance notice procedures for stockholder nominations and business proposals have been clarified, aligning with SEC's universal proxy rules. The board can fill director vacancies, and provisions for director and officer indemnification have been added. The bylaws also detail procedures for stockholder meetings, voting, director nominations, and officer duties.