**Exhibit 3.2**

 

AMENDED AND RESTATED

 

BY-LAWS

 

of

 

INTERLINE BRANDS, INC.

 

(A Delaware Corporation)

 

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ARTICLE 1

 

DEFINITIONS

 

Asused in these By-laws, unless the context otherwise requires, the term:

 

## 1.1                                 “AssistantSecretary” means an Assistant Secretary of the Corporation.

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## 1.2                                 “AssistantTreasurer” means an Assistant Treasurer of the Corporation.

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## 1.3                                 “Board”means the Board of Directors of the Corporation.

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## 1.4                                 “By-laws”means the initial by-laws of the Corporation, as amended from time to time.

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## 1.5                                 “Certificateof Incorporation” means the initial certificate of incorporation of theCorporation, as amended, supplemented or restated from time to time.

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## 1.6                                 “Chairman”means the Chairman of the Board of Directors of the Corporation.

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## 1.7                                 “Corporation”means Interline Brands, Inc., a Delaware corporation.

 

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## 1.8                                 “Directors”means directors of the Corporation.

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## 1.9                                 “EntireBoard” means all then authorized directors of the Corporation.

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## 1.10                           “GeneralCorporation Law” means the General Corporation Law of the State of Delaware, asamended from time to time.

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## 1.11                           “Officeof the Corporation” means the executive office of the Corporation, anything in Section 131of the General Corporation Law to the contrary notwithstanding.

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## 1.12                           “President”means the President of the Corporation.

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## 1.13                           “Secretary”means the Secretary of the Corporation.

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## 1.14                           “Stockholders”means stockholders of the Corporation.

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## 1.15                           “Treasurer”means the Treasurer of the Corporation.

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## 1.16                           “VicePresident” means a Vice President of the Corporation.

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ARTICLE 2

 

STOCKHOLDERS

 

## 2.1                                 Placeof Meetings.  Every meeting ofStockholders may be held at such place, within or without the State ofDelaware, as may be designated by resolution of the Board from time to time. TheBoard may, in its sole discretion, determine that the meeting of Stockholdersshall not be held at any place, but may instead be held solely by means ofremote communication in accordance with Delaware law.

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## 2.2                                 AnnualMeeting.  If required by applicablelaw, a meeting of Stockholders shall be held annually for the election ofDirectors at such date and time as 

 

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## may be designated by resolution of the Board from time to time.  Any other business may be transacted at theannual meeting.

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## 2.3                                 SpecialMeetings.  Unless otherwiseprescribed by applicable law, special meetings of Stockholders may be called atany time by the Chairman or a majority of the members of the Board and may notbe called by any other person or persons. Business transacted at any special meeting of Stockholders shall belimited to the purpose stated in the notice.

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## 2.4                                 FixingRecord Date.  For the purpose of (a) determiningthe Stockholders entitled (i) to notice of or to vote at any meeting ofStockholders or any adjournment thereof or (ii) to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock;or (b) any other lawful action, the Board may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing therecord date was adopted by the Board and which record date, unless otherwiserequired by applicable law, shall not be (y) in the case ofclause (a)(i) above, more than 60 nor less than 10 days beforethe date of such meeting and (z) in the case of clause (a)(ii) or(b) above, more than 60 days prior to such action.  If no such record date is fixed:

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### 2.4.1                        the recorddate for determining Stockholders entitled to notice of or to vote at a meetingof Stockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next preceding the day on which the meeting is held; and

 

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### 2.4.2        the record date for determining Stockholdersfor any purpose other than those specified in Section 2.4.1 hereof shallbe at the close of business on the day on which the Board adopts the resolutionrelating thereto.

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When adetermination of Stockholders of record entitled to notice of or to vote at anymeeting of Stockholders has been made as provided in this Section 2.4,such determination shall apply to any adjournment thereof unless the Boardfixes a new record date for the adjourned meeting.

 

## 2.5                                 Noticeof Meetings of Stockholders. Whenever under the provisions of applicablelaw, the Certificate of Incorporation or these By-laws, Stockholders arerequired or permitted to take any action at a meeting, notice shall be givenstating the place, if any, date and hour of the meeting ,the means of remotecommunication, if any, by which Stockholders and proxy holders may be deemed tobe present in person and vote at such meeting, and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by applicable law,the Certificate of Incorporation or these By-laws, notice of any meeting shallbe given, not less than 10 nor more than 60 days before the date of themeeting, to each Stockholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to begiven when deposited in the United States mail, with postage prepaid, directedto the Stockholder at his or her address as it appears on the records of theCorporation.  An affidavit of theSecretary or an Assistant Secretary or of the transfer agent of the Corporationthat the notice required by this Section 2.5 has been given shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.  Any meeting of Stockholders, annual orspecial, may adjourn from time to time to reconvene at the same 

 

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## or some other place.  When ameeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken, and at the adjourned meeting any business maybe transacted that might have been transacted at the meeting as originallycalled.  If, however, the adjournment isfor more than 30 days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach Stockholder of record entitled to vote at the meeting.

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## 2.6                                 Waiversof Notice.  Whenever the giving ofany notice to Stockholders is required by applicable law, the Certificate ofIncorporation or these By-laws, a waiver thereof, given by the person entitledto said notice, whether before or after the event as to which such notice isrequired, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver ofnotice of such meeting except when the Stockholder attends a meeting for theexpress purpose of objecting, at the beginning of the meeting, to thetransaction of any business on the ground that the meeting has not beenlawfully called or convened.  Neither thebusiness to be transacted at, nor the purpose of, any regular or specialmeeting of the Stockholders need be specified in any waiver of notice unless sorequired by applicable law, the Certificate of Incorporation or these By-laws.

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## 2.7                                 Listof Stockholders.  The Secretary shallprepare and make, at least 10 days before every meeting of Stockholders, acomplete list of the Stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each Stockholder and the numberof shares registered in the name of each Stockholder.  Such list shall be open to the examination ofany Stockholder, the Stockholder’s agent, or 

 

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## attorney, at the Stockholder’s expense, for any purpose germane to themeeting, for a period of at least 10 days prior to the meeting, during ordinarybusiness hours at the principal place of business of the Corporation, or on areasonably accessible electronic network as provided by applicable law.  If the meeting is to be held at a place, thelist shall also be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any Stockholder who ispresent.  If the meeting is held solelyby means of remote communication, the list shall also be open for examinationas provided by applicable law.  Upon thewillful neglect or refusal of the Directors to produce such a list at anymeeting for the election of Directors, they shall be ineligible for election toany office at such meeting.  Except asprovided by applicable law, the stock ledger shall be the only evidence as towho are the Stockholders entitled to examine the stock ledger, the list ofStockholders or the books of the Corporation, or to vote in person or by proxyat any meeting of Stockholders.

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## 2.8                                 Quorumof Stockholders; Adjournment.  Exceptas otherwise provided by applicable law, the Certificate of Incorporation orthese By-laws, at each meeting of Stockholders, the presence in person or byproxy of the holders of a majority in voting power of all outstanding shares ofstock entitled to vote at the meeting of Stockholders, shall constitute aquorum for the transaction of any business at such meeting.  In the absence of a quorum, the holders of amajority in voting power of the shares of stock present in person orrepresented by proxy at any meeting of Stockholders, including an adjournedmeeting, whether or not a quorum is present, may adjourn such meeting toanother time and place.  Shares of itsown stock belonging to the Corporation or to another corporation, if a majorityof the shares entitled to vote in the election of 

 

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## directors of such other corporation is held, directly or indirectly, bythe Corporation, shall neither be entitled to vote nor be counted for quorumpurposes; provided, however, that the foregoing shall not limitthe right of the Corporation to vote stock, including but not limited to itsown stock, held by it in a fiduciary capacity.

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## 2.9                                 Voting;Proxies.  Unless otherwise providedin the Certificate of Incorporation, every Stockholder entitled to vote at anymeeting of Stockholders shall be entitled to one vote for each share of stockheld by such Stockholder which has voting power upon the matter in question.  At any meeting of Stockholders, all matters,except as otherwise provided by the Certificate of Incorporation, these By-laws,the rules and regulations of any stock exchange applicable to theCorporation, applicable law or pursuant to any rules or regulationsapplicable to the Corporation or its securities, shall be decided by theaffirmative vote of a majority in voting power of shares of stock present inperson or represented by proxy and entitled to vote thereon.  At all meetings of Stockholders for theelection of Directors, a plurality of the votes cast shall be sufficient toelect.  Each Stockholder entitled to voteat a meeting of Stockholders may authorize another person or persons to act forsuch Stockholder by proxy but no such proxy shall be voted or acted upon afterthree years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it statesthat it is irrevocable and if, and only so long as, it is coupled with aninterest sufficient in law to support an irrevocable power.  A Stockholder may revoke any proxy that isnot irrevocable by attending the meeting and voting in person or by deliveringto the Secretary a revocation of the proxy or by delivering a new proxy bearinga later date.

 

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## 2.10                           VotingProcedures and Inspectors of Election at Meetings of Stockholders.  The Board, in advance of any meeting ofStockholders, may, and shall if required by applicable law, appoint one or moreinspectors, who may be employees of the Corporation, to act at the meeting andmake a written report thereof.  The Boardmay designate one or more persons as alternate inspectors to replace anyinspector who fails to act.  If noinspector or alternate is able to act at a meeting, the person presiding at themeeting may, and shall if required by applicable law, appoint one or moreinspectors to act at the meeting.  Eachinspector, before entering upon the discharge of his or her duties, shall takeand sign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability.  The inspectors shall (a) ascertain thenumber of shares outstanding and the voting power of each, (b) determinethe shares represented at the meeting and the validity of proxies and ballots, (c) countall votes and ballots, (d) determine and retain for a reasonable period arecord of the disposition of any challenges made to any determination by theinspectors, and (e) certify their determination of the number of sharesrepresented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain otherpersons or entities to assist the inspectors in the performance of theirduties.  Unless otherwise provided by theBoard, the date and time of the opening and the closing of the polls for eachmatter upon which the Stockholders will vote at a meeting shall be determinedby the person presiding at the meeting and shall be announced at themeeting.  No ballot, proxies or votes, orany revocation thereof or change thereto, shall be accepted by the inspectorsafter the closing of the polls unless the Court of Chancery of the State ofDelaware upon application by a Stockholder shall determine otherwise.  In determining 

 

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## the validity and counting of proxies and ballots cast at any meeting ofStockholders, the inspectors may consider such information as is permitted byapplicable law.  No person who is acandidate for office at an election may serve as an inspector at such election.

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## 2.11                           Conductof Meetings; Organization; Director Nominations and Other Stockholder Proposals.  (a) The Board may adopt by resolutionsuch rules and regulations for the conduct of the meeting of Stockholdersas it shall deem appropriate.  At eachmeeting of Stockholders, the President, or in the absence of the President, theChairman, or if there is no Chairman or if there be one and the Chairman isabsent, a Vice President, and in case more than one Vice President shall bepresent, that Vice President designated by the Board (or in the absence of anysuch designation, the most senior Vice President, based on age, present), shallpreside over the meeting.  Except to theextent inconsistent with such rules and regulations as are adopted by theBoard, the person presiding over any meeting of Stockholders shall have theright and authority to convene and to adjourn the meeting, to prescribe suchrules, regulations and procedures and to do all such acts as, in the judgmentof such person, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures,whether adopted by the Board or prescribed by the presiding officer of themeeting, may include, without limitation, the following:  (i) the establishment of an agenda ororder of business for the meeting; (ii) rules and procedures formaintaining order at the meeting and the safety of those present; (iii) limitationson attendance at or participation in the meeting applicable to Stockholders ofrecord of the Corporation, their duly authorized and constituted proxies orsuch other persons as the person presiding over the meeting shall determine; (iv) restrictionson entry to the meeting after the time fixed for the commencement thereof; and (v)

 

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##  limitations on the time allotted to questions or comments byparticipants.  The presiding officer atany meeting of Stockholders, in addition to making any other determinationsthat may be appropriate to the conduct of the meeting, shall, if the factswarrant, determine and declare to the meeting that a matter or business was notproperly brought before the meeting and if such presiding officer should sodetermine, such person shall so declare to the meeting and any such matter orbusiness not properly brought before the meeting shall not be transacted orconsidered.  Unless and to the extentdetermined by the Board or the person presiding over the meeting, meetings ofStockholders shall not be required to be held in accordance with the rules ofparliamentary procedure.  The Secretary,or in his or her absence, one of the Assistant Secretaries, shall act assecretary of the meeting.  In case noneof the officers above designated to act as the person presiding over themeeting or as secretary of the meeting, respectively, shall be present, aperson presiding over the meeting or a secretary of the meeting, as the casemay be, shall be designated by the Board, and in case the Board has not soacted, in the case of the designation of a person to act as secretary of themeeting, designated by the person presiding over the meeting.

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###### (b)                                 Onlypersons who are nominated in accordance with the following procedures shall beeligible for election as Directors. Nominations of persons for election to the Board may be made at anannual meeting or special meeting of Stockholders only (i) by or at thedirection of the Board, (ii) by any nominating committee designated by theBoard or (iii) by any Stockholder of the Corporation who was a Stockholderof record of the Corporation at the time the notice provided for in this Section 2.11is delivered to the Secretary, who is entitled to vote for the election of 

 

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###### Directors at themeeting and who complies with the applicable provisions of Section 2.11(d) hereof(persons nominated in accordance with (iii) above are referred to hereinas “Stockholder nominees”).

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###### (c)                                  Atany annual meeting of Stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annualmeeting of Stockholders, (i) business must be specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwiseproperly brought before the meeting by or at the direction of the Board or (iii) otherwiseproperly brought before the meeting by a Stockholder who was a Stockholder ofrecord of the Corporation at the time the notice provided for in this Section 2.11is delivered to the Secretary, who is entitled to vote at the meeting and whocomplies with the applicable provisions of Section 2.11(d) hereof(business brought before the meeting in accordance with (iii) above isreferred to as “Stockholder business”).

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###### (d)                                 Inaddition to any other applicable requirements, at any annual or special meeting of Stockholders (i) allnominations of Stockholder nominees must be made by timely written notice givenby or on behalf of a Stockholder of record of the Corporation (the “Notice ofNomination”) and (ii) all proposals of Stockholder business must be madeby timely written notice given by or on behalf of a Stockholder of record ofthe Corporation (the “Notice of Business”). To be timely, the Notice of Nomination or the Notice of Business, as thecase may be, must be delivered personally to, or mailed to, and received at theOffice of the Corporation, addressed to the attention of the Secretary, (i) inthe case of the nomination of a person for election to the Board, or 

 

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###### business to beconducted, at an annual meeting of Stockholders, not less than ninety (90) daysnor more than one hundred and twenty (120) days prior to the first anniversaryof the date of the prior year’s annual meeting of Stockholders or (ii) inthe case of the nomination of a person for election to the Board at a specialmeeting of Stockholders, not more than one hundred and twenty (120) days priorto and not less than the later of (a) ninety (90) days prior to suchspecial meeting or (b) the tenth day following the day on which the noticeof such special meeting was made by mail or Public Disclosure; provided,however, that in the event that either (i) the annual meeting ofStockholders is advanced by more than thirty (30) days, or delayed by more thanseventy (70) days, from the first anniversary of the prior year’s annualmeeting of Stockholders, (ii) no annual meeting was held during the prioryear or (iii) in the case of the Corporation’s first annual meeting ofStockholders as a corporation with a class of equity security registered underthe Securities Act of 1933, as amended (the “IPO Date”), notice by theStockholder to be timely must be received (i) no earlier than one hundredand twenty (120) days prior to such annual meeting and (ii) no later than thelater of ninety (90) days prior to such annual meeting or ten (10) daysfollowing the day the notice of such annual meeting was made by mail or PublicDisclosure, regardless of any postponement, deferral or adjournment of themeeting to a later date.  In no eventshall the Public Disclosure of an adjournment or postponement of an annual orspecial meeting commence a new time period (or extend any time period) for thegiving of the Notice of Nomination or Notice of Business, as applicable.

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Notwithstandinganything in the immediately preceding paragraph to the contrary, in the eventthat the number of directors to be elected to the Board at an annual 

 

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meeting is increased and there is no public announcementby the Corporation naming the nominees for the additional directorships atleast one hundred (100) days prior to the first anniversary of the precedingyear’s annual meeting, a Notice of Nomination shall also be considered timely,but only with respect to nominees for the additional directorships, if it shallbe delivered at the Office of the Corporation, addressed to the attention ofthe Secretary, not later than the close of business on the tenth (10th) dayfollowing the day on which such public announcement is first made by theCorporation.

 

TheNotice of Nomination shall set forth (i) the name and record address ofthe Stockholder and/or beneficial owner proposing to make nominations, as theyappear on the Corporation’s books, (ii) the class and number of shares ofstock held of record and beneficially by such Stockholder and/or suchbeneficial owner, (iii) a representation that the Stockholder is a holderof record of stock of the Corporation entitled to vote at the meeting andintends to appear in person or by proxy at the meeting to propose suchnomination, (iv) all information regarding each Stockholder nominee thatwould be required to be set forth in a definitive proxy statement filed withthe Securities and Exchange Commission pursuant to Section 14 of theSecurities Exchange Act of 1934, as amended, or any successor statute thereto(the “Exchange Act”), and the written consent of each such Stockholder nomineeto being named in a proxy statement as a nominee and to serve if elected and (v) allother information that would be required to be filed with the Securities andExchange Commission if the person proposing such nominations were a participantin a solicitation subject to Section 14 of the Exchange Act or anysuccessor statute thereto.  The Corporationmay require any Stockholder nominee to furnish such other information as it mayreasonably require to determine the eligibility 

 

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of such Stockholder nominee to serve as a Director ofthe Corporation.  The person presidingover the meeting shall, if the facts warrant, determine and declare to themeeting that any proposed nomination of a Stockholder nominee was not made inaccordance with the foregoing procedures and, if he should so determine, heshall so declare to the meeting and the defective nomination shall bedisregarded.

 

TheNotice of Business shall set forth (i) the name and record address of theStockholder and/or beneficial owner proposing such Stockholder business, asthey appear on the Corporation’s books, (ii) the class and number ofshares of stock held of record and beneficially by such Stockholder and/or suchbeneficial owner, (iii) a representation that the Stockholder is a holderof record of stock of the Corporation entitled to vote at the meeting andintends to appear in person or by proxy at the meeting to propose suchbusiness, (iv) a brief description of the Stockholder business desired tobe brought before the annual meeting, the text of the proposal (including thetext of any resolutions proposed for consideration and, in the event that suchbusiness includes a proposal to amend the By-laws, the language of the proposedamendment, and the reasons for conducting such Stockholder business at theannual meeting, (v) any material interest of the Stockholder and/orbeneficial owner in such Stockholder business and (vi) all otherinformation that would be required to be filed with the Securities and ExchangeCommission if the person proposing such Stockholder business were a participantin a solicitation subject to Section 14 of the Exchange Act.  Notwithstanding anything in these By-laws tothe contrary, no business shall be conducted at the annual meeting ofStockholders except in accordance with the procedures set forth in this Section 2.11(d),provided, however, that nothing in this Section 2.11(d) shall bedeemed to preclude 

 

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discussion by any Stockholder of any business properlybrought before the annual meeting in accordance with said procedure.  Nevertheless, it is understood thatStockholder business may be excluded if the exclusion of such Stockholderbusiness is permitted by the applicable regulations of the Securities andExchange Commission. Only such business shall be conducted at a special meetingof Stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. The person presiding over the meeting shall,if the facts warrant, determine and declare to the meeting, that business wasnot properly brought before the meeting in accordance with the foregoingprocedures and, if he should so determine, he shall so declare to the meetingand any such business not properly brought before the meeting shall not betransacted.

 

Notwithstandingthe foregoing provisions of this Section 2.11, if the Stockholder (or aqualified representative of the Stockholder) does not appear at the annual orspecial meeting of Stockholders to present the Stockholder nomination or theStockholder business, as applicable, such nomination shall be disregarded andsuch business shall not be transacted, notwithstanding that proxies in respectof such vote may have been received by the Corporation.

 

Forpurposes of this Section 2.11, “Public Disclosure” shall be deemed to befirst made when disclosure of such date of the annual or special meeting ofStockholders, as the case may be, is first made in a press release reported bythe Dow Jones News Services, Associated Press or comparable national newsservice, or in a document publicly filed by the Corporation with the Securitiesand Exchange 

 

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Commission pursuant to Sections 13, 14 or 15(d) ofthe Exchange Act or any successor statute thereto.

 

Notwithstandingthe foregoing, a Stockholder shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respectto the matters set forth in this Section 2.11.  Nothing in this Section 2.11 shall bedeemed to affect any rights of the holders of any series of preferred stock ofthe Corporation pursuant to any applicable provision of the Certificate ofIncorporation.

 

## 2.12                           Orderof Business.  The order of businessat all meetings of Stockholders shall be as determined by the person presidingover the meeting.

 

ARTICLE 3

 

DIRECTORS

 

## 3.1                                 GeneralPowers.  Except as otherwise providedin the Certificate of Incorporation, the business and affairs of theCorporation shall be managed by or under the direction of the Board.  The Board may adopt such rules andregulations, not inconsistent with the Certificate of Incorporation or these By-lawsor applicable law, as it may deem proper for the conduct of its meetings andthe management of the Corporation.

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## 3.2                                 Number;Qualification; Term of Office. Except as otherwise provided in the Certificate of Incorporation, theBoard shall consist of one or more members, the number thereof to be determinedfrom time to time by resolution of the Board. Directors need not be Stockholders. Each Director shall hold office until a successor is duly elected andqualified or until the Director’s earlier death, resignation,disqualification  or removal.  The Board (other than those Directors electedby the holders of any series of Preferred Stock provided for or fixed pursuantto the provisions 

 

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## of the Certificate of Incorporation (the “Preferred Stock Directors”))shall be divided into three classes, as nearly equal in number as possible,designated Class I, Class II and Class III.  Class I Directors shall initially serveuntil the first annual meeting of Stockholders held after the IPO Date; Class IIDirectors shall initially serve until the second annual meeting of Stockholdersheld after the IPO Date; and Class III Directors shall initially serveuntil the third annual meeting of Stockholders held after the IPO Date.  Commencing with the first annual meeting ofStockholders held after the IPO Date, Directors of each class the term of whichshall then expire shall be elected to hold office for a term expiring at thethird succeeding annual meeting of Stockholders and until the election andqualification of their respective successors in office.  In case of any increase or decrease, fromtime to time, in the number of Directors (other than Preferred StockDirectors), the number of directors in each class shall be apportioned asnearly equal as possible.

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## 3.3                                 Election.  Directors shall, except as otherwise requiredby applicable law or by the Certificate of Incorporation, be elected by aplurality of the votes cast at a meeting of Stockholders by the holders ofshares present in person or represented by proxy at the meeting and entitled tovote in the election.

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## 3.4                                 NewlyCreated Directorships and Vacancies. Unless otherwise provided by applicable law or the Certificate ofIncorporation and subject to the rights of the holders of any series ofPreferred Stock then outstanding, any newly created Directorships resultingfrom any increase in the authorized number of Directors or any vacancies in theBoard resulting from death, resignation, retirement, disqualification, removalfrom office or other cause may be filled by a majority vote of the remaining 

 

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## Directors then in office although less than a quorum, or by a soleremaining Director, and Directors so chosen shall hold office until theexpiration of the term of office of the Director whom he or she has replaced oruntil his or her successor is duly elected and qualified.  No decrease in the number of Directorsconstituting the Board shall shorten the term of any incumbent Director.  When any Director shall give notice of resignationeffective at a future date, the Board may fill such vacancy to take effect whensuch resignation shall become effective in accordance with the GeneralCorporation Law.

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## 3.5                                 Resignation.  Any Director may resign at any time uponnotice given in writing or by electronic transmission to the Corporation.  Such resignation shall take effect at thetime therein specified, and, unless otherwise specified in such resignation,the acceptance of such resignation shall not be necessary to make it effective.

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## 3.6                                 Removal. Except for Preferred Stock Directors,any Director, or the Entire Board, may be removed from office at any time, butonly for cause and only by the affirmative vote of at least 66-2/3% ofthe total voting power of the outstanding shares of stock of the Corporationentitled to vote generally in the election of Directors, voting together as asingle class.

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## 3.7                                 Compensation.  Each Director, in consideration of his or herservice as such, shall be entitled to receive from the Corporation such amountper annum or such fees for attendance at Directors’ meetings, or both, as theBoard may from time to time determine, together with reimbursement for thereasonable out-of-pocket expenses, if any, incurred by such Director inconnection with the performance of his or her duties.  Each Director who shall serve as a member ofany committee of Directors in consideration of serving as such shall beentitled to such additional amount per annum or 

 

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## such fees for attendance at committee meetings, or both, as the Boardmay from time to time determine, together with reimbursement for the reasonableout-of-pocket expenses, if any, incurred by such Director in the performance ofhis or her duties.  Nothing contained inthis Section 3.7 shall preclude any Director from serving the Corporation orits subsidiaries in any other capacity and receiving proper compensationtherefor.

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## 3.8                                 RegularMeetings.  Regular meetings of theBoard may be held without notice at such times and at such places within orwithout the State of Delaware as shall from time to time be determined by theBoard.

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## 3.9                                 SpecialMeetings.  Special meetings of theBoard may be held at any time or place, within or without the State ofDelaware, whenever called by the Chairman, the President or the Secretary or byany two or more Directors then serving as Directors on at least 24 hours’notice to each Director given by one of the means specified in Section 3.12hereof other than by mail, or on at least three days’ notice if given bymail.  Special meetings shall be calledby the Chairman, President or Secretary in like manner and on like notice onthe written request of any two or more of the Directors then serving asDirectors.

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## 3.10                           TelephoneMeetings.  Directors or members ofany committee designated by the Board may participate in a meeting of the Boardor of such committee by means of conference telephone or other communicationsequipment by means of which all persons participating in the meeting can heareach other, and participation in a meeting pursuant to this Section 3.10shall constitute presence in person at such meeting.

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## 3.11                           AdjournedMeetings.  A majority of theDirectors present at any meeting of the Board, including an adjourned meeting,whether or not a quorum is 

 

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## present, may adjourn such meeting to another time and place.  At least 24 hours’ notice of any adjournedmeeting of the Board shall be given to each Director whether or not present atthe time of the adjournment, if such notice shall be given by one of the meansspecified in Section 3.12 hereof other than by mail, or at least three (3) days’notice if by mail.  Any business may betransacted at an adjourned meeting that might have been transacted at themeeting as originally called.

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## 3.12                           NoticeProcedure.  Subject to Sections 3.9and 3.10 hereof, whenever, under the provisions of applicable law, theCertificate of Incorporation or these By-laws, notice is required to be givento any Director, such notice shall be deemed given effectively if given inperson or by telephone, by mail addressed to such Director at such Director’saddress as it appears on the records of the Corporation, with postage thereonprepaid, or by telegram, telex, telecopy or other means of electronictransmission.

##  

## 3.13                           Waiverof Notice.  Whenever the giving ofany notice to Directors is required by applicable law, the Certificate ofIncorporation or these By-laws, a waiver thereof, in writing, signed by theperson or persons entitled to said notice, whether before or after the event asto which such notice is required, shall be deemed equivalent to notice.  Attendance by a Director at a meeting shallconstitute a waiver of notice of such meeting except when the Director attendsa meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business on the ground that the meeting hasnot been lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Directors or a committee of Directors need bespecified in any written waiver of notice unless so required by applicable law,the Certificate of Incorporation or these By-laws.

 

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## 3.14                  Organization.  At each meeting of the Board, the Chairman,or in the absence of the Chairman, the President, or in the absence of thePresident, a chairman chosen by a majority of the Directors present, shallpreside.  The Secretary shall act as secretaryat each meeting of the Board.  In casethe Secretary shall be absent from any meeting of the Board, an AssistantSecretary shall perform the duties of secretary at such meeting; and in theabsence from any such meeting of the Secretary and all Assistant Secretaries,the person presiding at the meeting may appoint any person to act as secretaryof the meeting.

##  

## 3.15                  Quorumof Directors.  The presence in personof a majority of the Entire Board shall be necessary and sufficient toconstitute a quorum for the transaction of business at any meeting of theBoard.

##  

## 3.16                  Actionby Majority Vote.  Except asotherwise expressly required by applicable law, the Certificate ofIncorporation or these By-laws, the act of a majority of the Directors presentat a meeting at which a quorum is present shall be the act of the Board.

##  

## 3.17                  ActionWithout Meeting.  Unless otherwiserestricted by the Certificate of Incorporation or these By-laws, any actionrequired or permitted to be taken at any meeting of the Board or of anycommittee thereof may be taken without a meeting if all Directors or members ofsuch committee, as the case may be, consent thereto in writing or by electronictransmission, and the writing or writings or electronic transmission ortransmissions are filed with the minutes of proceedings of the Board orcommittee.  Such filing shall be in paperform if the minutes are maintained in paper form and shall be in electronicform if the minutes are maintained in electronic form.

 

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ARTICLE 4

 

COMMITTEES OF THE BOARD

 

TheBoard may, by resolution, designate one or more committees, each committee toconsist of one or more of the Directors of the Corporation.  The Board may adopt charters for one or moreof such committees.  The Board maydesignate one or more Directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of suchcommittee.  If a member of a committeeshall be absent from any meeting, or disqualified from voting thereat, theremaining member or members present at the meeting and not disqualified fromvoting, whether or not such member or members constitute a quorum, may, by aunanimous vote, appoint another member of the Board to act at the meeting inthe place of any such absent or disqualified member.  Any such committee, to the extent permittedby applicable law and to the extent provided in the resolution of the Boarddesignating such committee or the charter for such committee, shall have andmay exercise all the powers and authority of the Board in the management of thebusiness and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers that may require it.  Unless otherwise specified in the resolutionof the Board designating a committee or the charter for such committee, at allmeetings of such committee, a majority of the then authorized members of thecommittee shall constitute a quorum for the transaction of business, and thevote of a majority of the members of the committee present at any meeting atwhich there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes ofits meetings.  Unless the Board otherwiseprovides, each committee designated by the Board may make, alter and repealrules for the conduct of its 

 

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business.  Inthe absence of such rules each committee shall conduct its business in thesame manner as the Board conducts its business pursuant to Article 3 ofthese By-laws.

 

ARTICLE 5

 

OFFICERS

 

## 5.1                        Positions.  The officers of the Corporation shall be aPresident, a Secretary, a Treasurer and such other officers as the Board mayelect, including a Chairman, one or more Vice Presidents and one or moreAssistant Secretaries and Assistant Treasurers, who shall exercise such powersand perform such duties as shall be determined from time to time by resolutionof the Board.  The Board may elect one ormore Vice Presidents as Executive Vice Presidents and may use descriptive wordsor phrases to designate the standing, seniority or areas of special competenceof the Vice Presidents elected or appointed by it.  Any number of offices may be held by the sameperson unless the Certificate of Incorporation or these By-laws otherwiseprovide.

##  

## 5.2                        Election.  The officers of the Corporation shall beelected by the Board at its annual meeting or at such other time or times asthe Board shall determine.

##  

## 5.3                        Termof Office.  Each officer of theCorporation shall hold office for the term for which he or she is elected anduntil such officer’s successor is elected and qualifies or until such officer’searlier death, resignation or removal. Any officer may resign at any time upon written notice to theCorporation.  Such resignation shall takeeffect at the date of receipt of such notice or at such later time as istherein specified, and, unless otherwise specified, the acceptance of suchresignation shall not be necessary to make it effective.  The resignation of an officer shall bewithout prejudice to the contract rights of the Corporation, if any.  Any officer may be removed at any time, withor 

 

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## without cause, by the Board.  Anyvacancy occurring in any office of the Corporation may be filled by theBoard.  The removal of an officer, withor without cause, shall be without prejudice to the officer’s contract rights,if any.  The election or appointment ofan officer shall not of itself create contract rights.

##  

## 5.4                        FidelityBonds.  The Corporation may securethe fidelity of any or all of its officers or agents by bond or otherwise.

##  

## 5.5                        Chairman.  The Chairman, if one shall have beenappointed, shall preside at all meetings of the Board and shall exercise suchpowers and perform such other duties as shall be determined from time to timeby resolution of the Board.

##  

## 5.6                        President.  The President shall be the Chief ExecutiveOfficer of the Corporation and shall have general supervision over the businessof the Corporation, subject, however, to the control of the Board and of anyduly authorized committee of the Board. The President shall preside at all meetings of the Stockholders and atall meetings of the Board at which the Chairman (if there be one) is notpresent.  The President may sign andexecute in the name of the Corporation deeds, mortgages, bonds, contracts andother instruments, except in cases in which the signing and execution thereofshall be expressly delegated by resolution of the Board or by these By-laws tosome other officer or agent of the Corporation, or shall be required byapplicable law otherwise to be signed or executed and, in general, thePresident shall perform all duties incident to the office of President of acorporation and such other duties as may from time to time be assigned to thePresident by resolution of the Board.

##  

## 5.7                        VicePresidents.  At the request of thePresident, or, in the President’s absence, at the request of the Board, theVice Presidents shall (in such order 

 

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## as may be designated by the Board, or, in the absence of any suchdesignation, in order of seniority based on age) perform all of the duties ofthe President and, in so performing, shall have all the powers of, and besubject to all restrictions upon, the President.  Any Vice President may sign and execute inthe name of the Corporation deeds, mortgages, bonds, contracts or otherinstruments, except in cases in which the signing and execution thereof shallbe expressly delegated by resolution of the Board or by these By-laws to someother officer or agent of the Corporation, or shall be required by applicablelaw otherwise to be signed or executed, and each Vice President shall performsuch other duties as from time to time may be assigned to such Vice Presidentby resolution of the Board or by the President.

##  

## 5.8                        Secretary.  The Secretary shall attend all meetings ofthe Board and of the Stockholders and shall record all the proceedings of themeetings of the Board and of the Stockholders in a book to be kept for thatpurpose, and shall perform like duties for committees of the Board, whenrequired.  The Secretary shall give, orcause to be given, notice of all special meetings of the Board and of theStockholders and shall perform such other duties as may be prescribed by theBoard or by the President, under whose supervision the Secretary shall be.  The Secretary shall have custody of thecorporate seal of the Corporation, and the Secretary, or an Assistant Secretary,shall have authority to affix the same on any instrument requiring it, and whenso affixed, the seal may be attested by the signature of the Secretary or bythe signature of such Assistant Secretary. The Board may, by resolution, give general authority to any otherofficer to affix the seal of the Corporation and to attest the same by suchofficer’s signature.  The Secretary or anAssistant Secretary may also attest all instruments signed by the President orany Vice 

 

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## President.  The Secretary shallhave charge of all the books, records and papers of the Corporation relating toits organization and management, shall see that the reports, statements andother documents required by applicable law are properly kept and filed and, ingeneral, shall perform all duties incident to the office of Secretary of acorporation and such other duties as may from time to time be assigned to theSecretary by resolution of the Board or by the President.

##  

## 5.9                        Treasurer.  The Treasurer shall have charge and custodyof, and be responsible for, all funds, securities and notes of the Corporation;receive and give receipts for moneys due and payable to the Corporation fromany sources whatsoever; deposit all such moneys and valuable effects in thename and to the credit of the Corporation in such depositaries as may bedesignated by the Board; against proper vouchers, cause such funds to bedisbursed by checks or drafts on the authorized depositaries of the Corporationsigned in such manner as shall be determined by the Board and be responsiblefor the accuracy of the amounts of all moneys so disbursed; regularly enter orcause to be entered in books or other records maintained for the purpose fulland adequate account of all moneys received or paid for the account of theCorporation; have the right to require from time to time reports or statementsgiving such information as the Treasurer may desire with respect to any and allfinancial transactions of the Corporation from the officers or agentstransacting the same; render to the President or the Board, whenever thePresident or the Board shall require the Treasurer so to do, an account of thefinancial condition of the Corporation and of all financial transactions of theCorporation; disburse the funds of the Corporation as ordered by the Board;and, in general, perform all duties incident to the office of Treasurer of a 

 

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## corporation and such other duties as may from time to time be assignedto the Treasurer by resolution of the Board or by the President.

##  

## 5.10                  AssistantSecretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such dutiesas shall be assigned to them by the Secretary or by the Treasurer,respectively, or by resolution of the Board or by the President.

##  

ARTICLE 6

 

INDEMNIFICATION

 

## 6.1                        Rightto Indemnification.  The Corporationshall indemnify and hold harmless, to the fullest extent permitted byapplicable law as it presently exists or may hereafter be amended, any person(a “Covered Person”) who was or is made or is threatened to be made a party oris otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (a “Proceeding”), by reason of thefact that he or she, or a person for whom he or she is legal representative, isor was a director or officer of the Corporation or, while a director or officerof the Corporation, is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation or of apartnership, joint venture, trust, enterprise or nonprofit entity (an “OtherEntity”), including service with respect to employee benefit plans, against allliability and loss suffered and expenses (including attorneys’ fees) reasonablyincurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3,the Corporation shall be required to indemnify a Covered Person in connectionwith a Proceeding (or part thereof) commenced by such 

 

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## Covered Person only if the commencement of such Proceeding (or partthereof) by the Covered Person was authorized by the Board.

##  

## 6.2                        Prepaymentof Expenses.  The Corporation shallpay the expenses (including attorneys’ fees) incurred by a Covered Person indefending any Proceeding in advance of its final disposition, provided, however,that, to the extent required by applicable law, such payment of expenses inadvance of the final disposition of the Proceeding shall be made only uponreceipt of an undertaking by the Covered Person to repay all amounts advancedif it should be ultimately determined that the Covered Person is not entitledto be indemnified under this Article 6 or otherwise.

##  

## 6.3                        Claims.  If a claim for indemnification or advancementof expenses under this Article 6 is not paid in full within 30 days aftera written claim therefor by the Covered Person has been received by theCorporation, the Covered Person may file suit to recover the unpaid amount ofsuch claim and, if successful in whole or in part, shall be entitled to be paidthe expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving thatthe Covered Person is not entitled to the requested indemnification oradvancement of expenses under applicable law.

##  

## 6.4                        Nonexclusivityof Rights.  The rights conferred onany Covered Person by this Article 6 shall not be exclusive of any otherrights that such Covered Person may have or hereafter acquire under anystatute, provision of the Certificate of Incorporation, these By-laws,agreement, vote of stockholders or disinterested directors or otherwise.

##  

## 6.5                        OtherSources.  The Corporation’sobligation, if any, to indemnify or to advance expenses to any Covered Personwho was or is serving at its request as a 

 

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## director, officer, employee or agent of an Other Entity shall bereduced by any amount such Covered Person may collect as indemnification oradvancement of expenses from such Other Entity.

##  

## 6.6                        Amendmentor Repeal.  Any repeal ormodification of the foregoing provisions of this Article 6 shall notadversely affect any right or protection hereunder of any Covered Person inrespect of any act or omission occurring prior to the time of such repeal ormodification.

##  

## 6.7                        OtherIndemnification and Prepayment of Expenses. This Article 6 shall not limit the right of the Corporation, to theextent and in the manner permitted by law, to indemnify and to advance expensesto persons other than Covered Persons when and as authorized by appropriatecorporate action.

##  

ARTICLE 7

 

TRANSFER RESTRICTIONS

 

## 7.1                        DefinitionsApplicable to Article 7.  Forpurposes of this Article 7 only, the following definitions shall apply:

##  

### 7.1.1                     “CapitalStock” of a Person shall mean and include (i) any and all shares,interests, participations or other equivalents of or interests in (howeverdesignated) corporate stock, including, without limitation, shares of preferredor preference stock in any Person that is a corporation, (ii) allpartnership interests (whether general or limited) in any Person that is apartnership, (iii) all membership interests or limited liability companyinterests in any Person that is a limited liability company, and (iv) allequity or ownership interests in any Person of any other type.

 

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### 7.1.2                     “Commission”shall mean the Securities and Exchange Commission and any successor commissionor agency having similar powers.

###  

### 7.1.3                     “CorporationCommon Stock” shall mean the common stock of the Corporation, par value $0.01per share.

###  

### 7.1.4                     “CorporationOther Rights” shall mean any option, warrant, conversion right or other rightto subscribe for, purchase or acquire shares of Corporation Common Stock.

###  

### 7.1.5                     “CoveredSecurities” shall mean (i) all shares of Capital Stock of the Corporationnow or hereafter owned of record or beneficially by the Stockholders (includingholding as a custodian) and (ii) all Corporation Other Rights now orhereafter owned of record or beneficially by the Stockholders (includingholding as a custodian).

###  

### 7.1.6                     “CreditAgreement” shall mean that certain Credit Agreement, dated as of May 29,2003, as amended by Amendment No. 1 to such agreement dated December 19,2003 and the Amendment and Restatement Agreement to be entered into inconnection with the Initial Public Offering, as such may be amended from timeto time, among the Corporation, Interline NJ, the lenders named therein andCredit Suisse First Boston, as administrative agent, and JPMorgan Chase Bank,N.A., as syndication agent, together with the documents relating thereto,including, without limitation, all exhibits and schedules thereto and anyagreement relating to any extension, refunding, refinancing, successor orreplacement facility, whether or not with the same agent or agents andfinancial institutions, and whether or not the principal amount outstandingthereunder or the interest payable in respect thereof, shall be increased, the 

 

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## promissory notes delivered thereunder and the other agreements,instruments and documents, including, without limitation, security agreements,loan agreements, notes, guarantees, keep well agreements, mortgages, deeds oftrust, subordination agreements, intercreditor agreements, pledges, powers ofattorney, consents, assignments, collateral assignments, reimbursementagreements, contracts, notices, leases, financing statements and all otherwritten matter, in each case evidencing, securing or relating thereto,including, without limitation, any agreement relating to any extension,refunding, refinancing, successor or replacement facility, whether or not withthe same agent or agents and financial institutions, and whether or not theprincipal amount outstanding thereunder or the interest payable in respectthereof, shall be increased.

###  

### 7.1.7                     “InitialPublic Offering” shall mean the public offering and sale of Corporation CommonStock pursuant to the Registration Statement on Form S-1 of theCorporation initially filed with the Commission on June 15, 2004, as thesame may be amended.

###  

### 7.1.8                     “Interline NJ”shall mean Interline Brands, Inc., a New Jersey corporation.

###  

### 7.1.9                     “Person”shall mean an individual or a corporation, association, partnership, limitedliability company, joint venture, organization, business, trust, or any otherentity or organization, including a government or any subdivision or agency thereof.

###  

### 7.1.10               “Rule 144”shall mean Rule 144 promulgated under the Securities Act, as amended, andany successor rule adopted by the Commission.

 

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### 7.1.11               “Secondary PublicOffering” shall mean a public offering and sale of Corporation Common Stockheld by one or more Stockholders, other than the Initial Public Offering,pursuant to an effective registration statement under the Securities Act(except any registration statement on Form S-4 or Form S-8 or anysuccessor or similar form thereto).

###  

### 7.1.12               “Securities Act”shall mean the Securities Act of 1933, as amended.

###  

### 7.1.13               “Stockholders”shall mean each Person that is a stockholder of the Corporation or holder ofCorporation Other Rights immediately following the merger and reorganizationtransactions entered into by Interline NJ and the Corporation in connectionwith the Initial Public Offering, but prior to the consummation of the InitialPublic Offering.

###  

### 7.1.14               “Termination Event”shall mean the earlier of (i) the consummation of a Secondary PublicOffering that results in gross proceeds of at least $50 million to theStockholders; (ii) the 274th day following the Initial Lock-Up Period (asdefined below), unless the Corporation notifies the Stockholders in writingthat it intends to file a registration statement with the Commission for aSecondary Public Offering within 30 days thereafter; (iii) the 365th dayfollowing the Initial Lock-Up Period; (iv) the occurrence of 55 daysduring any 60-day period in which the closing price of Corporation Common Stockon the New York Stock Exchange exceeds 150% of the initial public offeringprice of Corporation Common Stock in the Initial Public Offering; and(v) the occurrence of any payment or bankruptcy event of default under theCredit Agreement, the acceleration of indebtedness under the Credit Agreement,or any 

 

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## other event of default under the Credit Agreement that has occurred andis continuing for a period of 90 days.

###  

## 7.2                        InitialLock-Up.  For the period from thepricing date of the Initial Public Offering until 180 days thereafter (the “InitialLock-Up Period”), no Stockholder may offer, sell, contract to sell, pledge,grant any option to purchase, make any short sale or otherwise dispose of,directly or indirectly, including by way of distribution or dividend to limitedpartners, members, shareholders or holders of other ownership interests in suchStockholder (collectively for the purpose of this Article 7 only, “transfer”),or publicly disclose the intention to transfer, any Covered Securities (the “InitialLock-Up”), provided, however, that the foregoing shall notprohibit:

##  

(i)                                theexercise of employee stock options pursuant to employee stock option plansexisting on the date the Initial Lock-Up Period begins or thereafter adopted bythe Board (but not, in each case, the transfer of the underlying CorporationCommon Stock received upon such exercise);

 

(ii)                             transfersby a Stockholder to an affiliate of such Stockholder (as defined inRule 405 of the Securities Act) that agrees in writing with theCorporation to be bound by the transfer restrictions contained in this Article 7;

 

(iii)                            transfers of CoveredSecurities in the Initial Public Offering, including in connection with theexercise of any over-allotment option by the underwriters in such offering;

 

(iv)                           transfersby a Stockholder permitted, other than by waiver or consent, under theUnderwriters’ Lock-Up Agreement (as defined in Section 7.3 below) enteredinto among the underwriter or underwriters and such Stockholder, 

 

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provided that, to the extent such Underwriter’sLock-Up Agreement requires the transferee to agree to the provisions of suchUnderwriter’s Lock-Up Agreement, such transferee shall also be required toagree in writing with the Corporation to be bound by the transfer restrictionscontained in this Article 7; and

 

(v)                            transfersfor which such Stockholder has received the prior written consent of theCorporation.

 

Forpurposes of clarification, the Initial Lock-Up and other restrictions ontransfers of Covered Securities in this Article 7 shall preclude eachStockholder from engaging in any hedging or other transaction that is designedto or which reasonably could be expected to lead to or result in a sale ordisposition of Covered Securities or other shares of Corporation Common Stockeven if such Covered Securities or other shares of Corporation Common Stockwould be disposed of by someone other than such Stockholder (or to have thesame economic consequences as such a sale or disposition).  Such prohibited hedging or other transactionswould include without limitation any short sale or any purchase, sale or grantof any right (including, without limitation, any put or call option) withrespect to any Covered Securities or with respect to any security thatincludes, relates to, or derives any significant part of its value from anyCovered Securities.

 

## 7.3                        UnderwritersLock-Up.  In connection with theInitial Public Offering, if requested by the underwriter or underwriters insuch offering, each Stockholder shall execute a customary lock-up agreement(each, an “Underwriters’ Lock-Up Agreement,” and collectively, the “Underwriters’Lock-Up Agreements”) between such Stockholder and the representative orrepresentatives of the underwriters 

 

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## (the “Representative”) in such Initial Public Offering, under the termsof which such Stockholder shall agree that for the period from the pricing dateof such public offering until 180 days thereafter, other than as set forth in Section 7.2(iii) above,such Stockholder shall not transfer any Covered Securities or publicly disclosethe intention to make any such transfer, without the prior written consent ofthe Representative, subject to customary exceptions.

##  

## 7.4                        OrderlyLiquidation Period.  For the periodfrom the day immediately following the Initial Lock-Up Period until theoccurrence of a Termination Event, no Stockholder may transfer any CoveredSecurities, or publicly disclose the intention to make any such transfer,except that:

##  

### 7.4.1                     Privately-NegotiatedTransfers.  Any Stockholder maytransfer Covered Securities held by such Stockholder in a privately-negotiatedtransaction that is neither a public sale nor likely to result in any sales ofCovered Securities or Corporation Common Stock in the public markets; providedthat, prior to any transfer of such Covered Securities, each Person to whomsuch Covered Securities are transferred shall execute a written agreement withthe Corporation pursuant to which such Person shall agree to comply with theterms of this Article 7 and shall become bound by the terms of this Article 7as if such Person were a Stockholder, and shall be deemed as such for purposesof this Article 7.

###  

### 7.4.2                     SecondaryPublic Offerings.  Any Stockholdermay transfer Covered Securities in a Secondary Public Offering.

 

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### 7.4.3                     PublicMarket Transfers by Stockholders. Any Stockholder may transfer such Stockholder’s Covered Securitiessubject to the following conditions and the conditions set forth in Sections7.4.4:

###  

(i)                                     ifsuch Stockholder shall intend to sell any Covered Securities publicly orotherwise in a transaction not described within Section 7.4.1 (ifotherwise permitted under this Article 7 and other than in a SecondaryPublic Offering), such Stockholder shall give written notice of such intentionto the Corporation and shall refrain from effecting any such sale for a periodof three days after giving notice; and

 

(ii)                                  inthe 365-day period following the Initial Lock-Up Period, such Stockholder maysell publicly or otherwise in transactions not described within Section 7.4.1(if otherwise permitted under this Article 7 and other than in SecondaryPublic Offerings) such Stockholder’s Covered Securities representing up to amaximum of that percentage of the Covered Securities held by such Stockholderon a fully diluted basis immediately following the closing of the InitialPublic Offering (such Stockholder’s “IPO Ownership”) as is set forthbelow:

 

(a) in the first 92-day period following theInitial Lock-Up Period, 6% of such Stockholder’s IPO Ownership;

 

(b) in the second 91-day period following theInitial Lock-Up Period, 10% of such Stockholder’s IPO Ownership;

 

(c) in the third 91-day period following theInitial Lock-Up Period, 15% of such Stockholder’s IPO Ownership; and

 

(d) in the fourth 91-day period following theInitial Lock-Up Period, 20% of such Stockholder’s IPO Ownership.

 

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Suchsales shall be subject to any additional restrictions imposed by applicablesecurities laws.

 

### 7.4.4                     No SalesPrior to Secondary Public Offering.  Notwithstanding Section 7.4.3, if theCorporation intends to file a registration statement for a Secondary PublicOffering within 30 days and gives written notice of such intent to allStockholders, upon delivery of written notice by the Corporation, all Stockholdersshall cease and refrain from any transfers of their Covered Securities under Section 7.4.3until the consummation of such Secondary Public Offering; provided that, ifeither the registration statement is not filed with the Commission within 30days, or the Commission has not declared such registration statement effectivewithin 90 days, of the date of the Corporation’s notice, the Stockholders shallno longer be prohibited from making transfers of Covered Securities on accountof this Section 7.4.4.

###  

## 7.5                        Endorsementof Certificates.  Upon completion ofthe Initial Public Offering, all certificates representing Covered Securitiesshall be endorsed with a conspicuous legend to the effect that such securitiesare subject to restrictions on transfer set forth in these By-laws.  Upon the request of any Stockholder to make atransfer in compliance with and in accordance with Section 7.2(iii) (tothe extent that the Corporation elects to terminate such restrictions underthis Article 7) or Section 7.4 (other than Section 7.4.1 (to theextent that the Corporation elects to terminate such restrictions under this Article 7)),the Corporation shall act promptly to take all reasonable steps necessary toauthorize the removal of such legend by the Corporation’s transfer agent fromany such certificate.

 

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## 7.6                        Terminationof Restrictions.  The restrictions ontransfers of Covered Securities set forth in this Article 7 shallterminate as to any particular Covered Securities when such Covered Securitieshave been transferred in compliance with and in accordance with Sections7.2(iii) (to the extent that the Corporation elects to terminate suchrestrictions under this Article 7), 7.4.2 or 7.4.3.

##  

ARTICLE 8

 

GENERAL PROVISIONS

 

## 8.1                        CertificatesRepresenting Shares. Every holder of stock shall be entitled to have acertificate signed by or in the name of the Corporation by the Chairman, ifany, or the President or a Vice President and by the Secretary or an AssistantSecretary or the Treasurer or an Assistant Treasurer, certifying the number ofshares owned by such Stockholder in the Corporation.  Any or all of the signatures upon acertificate may be facsimiles. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon anycertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, such certificate may be issued by theCorporation with the same effect as if such person were such officer, transferagent or registrar at the date of issue.

##  

## 8.2                        Transferand Registry Agents.  The Corporationmay from time to time maintain one or more transfer offices or agents andregistry offices or agents at such place or places as may be determined fromtime to time by the Board.

##  

## 8.3                        Lost,Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the Corporation may require the owner of the 

 

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## lost, stolen or destroyed certificate, or his legal representative, togive the Corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft or destruction ofany such certificate or the issuance of such new certificate.

##  

## 8.4                        Form ofRecords.  Any records maintained bythe Corporation in the regular course of its business, including its stockledger, books of account, and minute books, may be kept on, or by means of, orbe in the form of, any information storage device or method, provided that therecords so kept can be converted into clearly legible paper form within areasonable time.  The Corporation shallso convert any records so kept upon the request of any person entitled toinspect such records pursuant to applicable law.

##  

## 8.5                        Seal.   The corporate seal shall have the name ofthe Corporation inscribed thereon and shall be in such form as may be approvedfrom time to time by the Board.  The sealmay be used by causing it or a facsimile thereof to be impressed or affixed orotherwise reproduced.

##  

## 8.6                        FiscalYear.  The fiscal year of theCorporation shall be determined by resolution of the Board.

##  

## 8.7                        Amendments.  Subject to the provisions of the Certificateof Incorporation, these By-laws may be altered, amended or repealed and newBy-laws may be adopted either (i) by the Board or (ii) by theaffirmative vote of at least 66-2/3% of the voting power of shares of stock(except with respect to Article 7, which may be altered, amended orrepealed by the affirmative vote of at least a majority of the voting power ofshares of stock) present in person or represented by proxy and entitled to vote

 

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## thereon.  The power of the Boardto alter, amend or repeal By-laws or to adopt new By-laws shall not divest orlimit the power of Stockholders to alter, amend or repeal By-laws or to adoptnew By-laws.

 

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