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| ARTICLE I - Offices                                                                        | 1 |
|    Section  1.   Registered Office                                          | 1 |
|    Section  2.   Other Offices                                              | 1 |
| ARTICLE II - Meetings of Stockholders                                                      | 1 |
|    Section  1.   Place of Meetings                                          | 1 |
|    Section  2.   Annual Meeting of Stockholders                             | 1 |
|    Section  3.   Quorum; Adjourned Meetings and Notice Thereof              | 1 |
|    Section  4.   Voting                                                     | 2 |
|    Section  5.   Proxies      Section  6.   Special Meetings | 22 |
|    Section  7.   Notice of Stockholders’ Meetings                     | 5 |
|    Section  8.   Waiver of Notice                                           | 5 |
|    Section  9.   Maintenance and Inspection of Stockholder List             | 5 |
|    Section 10.   Stockholder Action by Written Consent Without a Meeting    | 5 |
|    Section 11.   Inspectors of Election                                     | 5 |
|    Section 12.   Procedure for Stockholders’ Meetings                 | 6 |
|    Section 13.   Order of Business                                          | 6 |
|    Section 14.   Procedures for Bringing Business before an Annual Meeting  | 6 |
|    Section 15.   Procedures for Nominating Directors                        | 9 |
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| ARTICLE III - Directors                                                                    | 13 |
|    Section  1.   Number and Qualification of Directors                      | 13 |
|    Section  2.   Election and Term of Office                                | 13 |
|    Section  3.   Resignation and Removal of Directors                       | 13 |
|    Section  4.   Vacancies and Newly Created Directorships                  | 14 |
|    Section  5.   Powers                                                     | 15 |
|    Section  6.   Place of Directors’ Meetings                         | 15 |
|    Section  7.   Regular Meetings                                           | 15 |
|    Section  8.   Special Meetings                                           | 15 |
|    Section  9.   Quorum                                                     | 15 |
|    Section 10.   Action Without Meeting                                     | 16 |
|    Section 11.   Telephonic Meetings                                        | 16 |
|    Section 12.   Meetings and Action of Committees                          | 16 |
|    Section 13.   Special Meetings of Committees                             | 16 |
|    Section 14.   Minutes of Committee Meetings                              | 17 |
|    Section 15.   Compensation of Directors                                  | 17 |
|    Section 16.   Indemnification                                            | 17 |
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| ARTICLE IV - Officers                                                                      | 20 |

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|    Section  1.   Officers                                           | 20 |
|    Section  2.   Election of Officers                               | 20 |
|    Section  3.   Subordinate Officers                               | 20 |
|    Section  4.   Removal and Resignation of Officers                | 20 |
|    Section  5.   Vacancies in Offices                               | 20 |
|    Section  6.   Chairman of the Board                              | 21 |
|    Section  7.   Chief Executive Officer                            | 21 |
|    Section  8.   President                                          | 21 |
|    Section  9.   Chief Operating Officer                            | 21 |
|    Section 10.   Vice Presidents                                    | 21 |
|    Section 11.   Secretary                                          | 22 |
|    Section 12.   Chief Financial Officer                            | 22 |
|    Section 13.   Treasurer and Controller                           | 22 |
|    Section 14.   Delegation of Authority                            | 22 |
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| ARTICLE V - Certificate of Stock                                                   | 22 |
|    Section  1.   Certificates                                       | 22 |
|    Section  2.   Signatures on Certificates                         | 23 |
|    Section  3.   Statement of Stock Rights, Preferences, Privileges | 23 |
|    Section  4.   Lost, Stolen or Destroyed Certificates             | 23 |
|    Section  5.   Transfers of Stock                                 | 24 |
|    Section  6.   Fixing Record Date                                 | 24 |
|    Section  7.   Registered Stockholders                            | 24 |
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| ARTICLE VI - General Provisions                                                    | 24 |
|    Section  1.   Dividends                                          | 24 |
|    Section  2.   Payment of Dividends                               | 24 |
|    Section  3.   Checks                                             | 24 |
|    Section  4.   Corporate Contracts and Instruments                | 25 |
|    Section  5.   Fiscal Year                                        | 25 |
|    Section  6.   Manner of Giving Notice                            | 25 |
|    Section  7.   Waiver of Notice                                   | 25 |
|    Section  8.   Forum for Adjudication of Disputes                 | 25 |
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| ARTICLE VII - Amendments                                                           | 26 |
|    Section  1.   Amendment by Directors                             | 26 |
|    Section  2.   Amendment by Stockholders                          | 26 |

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| (a) | To ascertain the number of shares outstanding and the voting power of each; |
| (b) | To determine the shares represented at a meeting and the validity of proxies and ballots; |
| (c) | To count all votes and ballots; |
| (d) | To determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and |
| (e) | To certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. |

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| (i)   | a brief description of the business desired to be brought before the annual meeting, |
| (ii)  | the reasons for conducting such business at the annual meeting, and |
| (iii) | any material interest in such business of (1) the record stockholder giving the Business Proposal Notice, and (2) the beneficial owner, if any, on whose behalf the proposal is made (each, a "proposing party"). |

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