**Exhibit 3.2**

 

**AMENDED AND RESTATED BYLAWS**

**OFROXIO, INC.**

 

**ARTICLE I**

 

**CORPORATE OFFICES**

 

**1.1 Registered Office.** The registered office of the corporation shall be fixed in theCertificate of Incorporation of the corporation. 

 

**1.2 Other Offices.** Theboard of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. 

 

**ARTICLE II**

 

**MEETINGS OF STOCKHOLDERS**

 

**2.1 Place of Meetings.** Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting ofstockholders shall not be held at any place, but may instead be held solely by means of remote communication. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation. 

 

**2.2 Annual Meeting.**

 

(a) The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting,directors shall be elected, and any other proper business may be transacted. 

 

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the board of directors, (B) otherwise properly brought before the meeting by or at the direction of the board of directors, or (C) otherwise properly brought before the meeting by astockholder. For nominations or other business to be properly brought before a stockholders meeting by a stockholder pursuant to clause (C) of the preceding sentence, the stockholder must have given timely notice thereof in writing to the Secretaryof the corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less thanone hundred twenty (120) calendar days in advance of the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that (i) no annual meeting was held in the previous year or (ii) the date of the annualmeeting has been changed by more than thirty (30) days from the date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the later of: (i) the day one hundredtwenty (120) calendar days in advance of such meeting or (ii) the day ten (10) calendar days following the day on which public announcement of the date of the meeting is first made. 

 

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For purposes of determining whether a stockholder’s notice shall have been delivered in a timely manner for theannual meeting of stockholders in 2001, the first anniversary of the previous year’s meeting shall be deemed to be August 24, 2001. In no event shall the public announcement of an adjournment of a stockholders meeting commence a new time periodfor the giving of a stockholder’s notice as described above. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the businessdesired to be brought before the meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (c) the class number of shares of the corporation which are owned beneficially by suchstockholder, (d) any material interest of the stockholder in such business, and (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the“1934 Act”) (or any successor thereto) in such stockholder’s capacity as a proponent of a stockholder proposal. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except inaccordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with theprovisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. 

 

(c) Only persons who are nominated in accordance with the procedures set forth in thisparagraph (c) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by anystockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the board ofdirectors, shall be made pursuant to notice in writing to the secretary of the corporation received by the corporation in accordance with the time periods set forth in Section 2.2(b) above. Such stockholder’s notice shall set forth (i) as toeach person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) theclass and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person orpersons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, ineach case pursuant to Regulation 14A under the 1934 Act (or any successor thereto) (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected);and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 2.2. At the request of the board of directors, any person nominated by a stockholder for election as a director shallfurnish to the secretary of the corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was 

 

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not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declareat the meeting, and the defective nomination shall be disregarded. 

 

**2.3Special Meeting.** A special meeting of the stockholders may be called at any time by the board of directors or the chairman of the board. In addition, until such time as Adaptec, Inc., a Delaware corporation, and its affiliates no longerbeneficially owns a majority of the voting stock of the corporation (the “Trigger Date”), the corporation will call a special meeting of stockholders promptly upon request by Adaptec, Inc., so long as such entity is a stockholder of thecorporation. Special meetings of the stockholders may not be called by any other person or persons. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting. 

 

**2.4 Organization.** Meetings of stockholders shall be presided over by the chairman ofthe board, if any, or in his or her absence by the vice chairman of the board, if any, or in his or her absence, or in the absence of the foregoing persons by a chairman of the meeting, which chairman must be an officer or director of the Company,designated by the board of directors. The secretary or in his or her absence an assistant secretary or in the absence of the secretary and all assistant secretaries a person whom the chairman of the meeting shall appoint shall act as secretary ofthe meeting and keep a record of the proceedings thereof. 

 

The board ofdirectors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the board of directors, ifany, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct ofthe meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting tostockholders of record of the corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations onthe time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the board of directors or thechairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. 

 

**2.5 Notice of Stockholders’ Meetings.** All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 2.6 of these Bylawsnot less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemedto be present in person and vote at such meeting and (i) in the case of a special meeting, the purpose or purposes for which the meeting is called (no business other than that specified in the notice may be transacted) or (ii) in the case of theannual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting atwhich directors are to be elected shall include the name of any nominee 

 

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or nominees who, at the time of the notice, the board intends to present for election. 

 

**2.6 Manner of Giving Notice; Affidavit of Notice.** Notice of any meeting ofstockholders shall be given either personally or by mail, telecopy, telegram or other electronic, remote or wireless means. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the stockholder at the address ofthat stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or at thetime of transmission when sent by telecopy, telegram or other electronic, remote or wireless means. 

 

An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall beprima facie evidence of the giving of such notice or report. 

 

**2.7Quorum.** The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction ofbusiness except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholdersby the vote of the holders of a majority of the stock, present in person or represented by proxy shall have power to adjourn the meeting in accordance with Section 2.8 of these Bylaws. 

 

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person orrepresented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the laws of the State of Delaware or of the Certificate of Incorporation or these Bylaws, a vote of a greaternumber or voting by classes is required, in which case such express provision shall govern and control the decision of the question. 

 

If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum, if any action taken is approved by a majority of the stockholders initially constituting the quorum. 

 

**2.8 Adjourned Meeting; Notice.** Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by thevote of the majority of the voting power of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.7 of these Bylaws.

 

When any meeting of stockholders, either annual or special, is adjourned toanother time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote atsuch adjourned meeting are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is 

 

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fixed or if the adjournment is for more than thirty (30) days from the date set for the original meeting, then notice ofthe adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. At anyadjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 

 

**2.9 Voting.** The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws,subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners, and to voting trusts and other voting agreements). 

 

Except as may be otherwise provided in the Certificate of Incorporation, by these Bylaws orrequired by law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 

 

Any stockholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when thematter is the election of directors, may vote them against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’sapproving vote is with respect to all shares which the stockholder is entitled to vote. 

 

**2.10 Validation of Meetings; Waiver of Notice; Consent.** The transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at ameeting duly held after regular call and notice, if a quorum be present either in person or by proxy. 

 

Whenever notice is required to be given under any provision of the General Corporation Law of the State of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver, signed by the personentitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be deemed equivalent to notice. Attendance by a person at a meeting shall also constitute a waiver ofnotice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right toobject to the consideration of matters required by law to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. Neither the business to be transacted at, nor the purpose of, any regular orspecial meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws. 

 

**2.11 No Stockholder Action by Written Consent.** Effective as of the Trigger Date, anyaction required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. 

 

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**2.12 Record Date for Stockholder Notice; Voting; Giving Consents**. For purposes of determining the stockholdersentitled to notice of any meeting or to vote thereat, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event onlystockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Certificate of Incorporation, bythese Bylaws, by agreement or by applicable law. 

 

If the board of directorsdoes not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, ifnotice is waived, at the close of business on the business day next preceding the day on which the meeting is held. 

 

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 unless the board ofdirectors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting. 

 

The record date for any other purpose shall be as provided in Section 8.1 of these Bylaws.

 

**2.13 Proxies.** Every person entitled to vote for directors, or on anyother matter, shall have the right to do so either in person or by one or more agents authorized by a proxy. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. 

 

Without limiting the manner in which a stockholder may authorize another person or personsto act for such stockholder as proxy pursuant to this section, the following shall constitute a valid means by which a stockholder may grant such authority: (1) a stockholder may execute a writing authorizing another person or persons to act forsuch stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writings by anyreasonable means including, but not limited to, by facsimile signature, and (2) a stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, orother means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receivesuch transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronictransmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shallspecify the information upon which they relied. 

 

Any copy, facsimiletelecommunication or other reliable reproduction of the writing or 

 

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transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmissionfor any and all purposes for which the original writing or transmission could be used, provided that such a copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

 

A duly executed proxy shall be irrevocable if it states that it is irrevocableand if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or aninterest in the Corporation generally. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware. A stockholder may revoke any proxywhich is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the secretary of the corporation. 

 

A proxy is not revoked by the death or incapacity of the maker unless, before the vote iscounted, written notice of such death or incapacity is received by the corporation. 

 

**2.14 Inspectors of Election.** Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1)or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

 

Such inspectors shall: 

 

(a) determine the number of shares outstanding and the voting power of each, the number ofshares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; 

 

(b) receive votes, ballots or consents; 

 

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote; 

 

(d) count and tabulate all votes or consents; 

 

(e) determine when the polls shall close; 

 

(f) determine the result; and 

 

(g) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. 

 

The inspectors of election shall perform their duties impartially, in good faith, to the bestof their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the 

 

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decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Anyreport or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. 

 

**2.15 List of Stockholders Entitled to Vote.** The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided withthe notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may takereasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on areasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. 

 

**2.16 Effectiveness of Notice Given to Stockholder If Given by Electronic Transmission.** Without limiting the manner by which notice otherwise may be giveneffectively to stockholders, any notice to stockholders given by the corporation under any provision of, the certificate of incorporation, or these bylaws shall be effective if given by a form of electronic transmission consented to by thestockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission twoconsecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving ofnotice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. 

 

Notice given pursuant to this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented toreceive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of suchspecific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or ofthe transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 

 

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**ARTICLE III**

 

**DIRECTORS**

 

**3.1 Powers.** Subject to the provisions of the General Corporation Law of Delaware and to any limitations in the Certificate of Incorporation or these Bylawsrelating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board ofdirectors. 

 

**3.2 Number.** The authorized number of directors shall befixed and may be changed from time to time by resolution of the Board of Directors. 

 

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. If for any cause, the directors shall not have been elected at an annual meeting, they maybe elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. 

 

**3.3 Election and Term of Office of Directors.** Directors need not be stockholders unless so required by the Certificate of Incorporation or by these Bylaws; whereinother qualifications for directors may be prescribed. Election of directors need not be by written ballot unless so required by the Certificate of Incorporation or by these Bylaws; wherein other qualifications for directors may be prescribed.

 

**3.4 Resignation and Vacancies.** Any director may resign effective ongiving written notice to the chairman of the board, the chief executive officer, if any, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director iseffective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. 

 

Unless otherwise provided in the Certificate of Incorporation or these Bylaws: 

 

(a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right tovote as a single class may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Each director so elected shall hold office for the remainder of the full term of the class of directorsin which the new directorship was created or the vacancy occurred and until a successor has been elected and qualified. 

 

(b) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate ofIncorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

 

If at any time, by reason of death or resignation or other cause, thecorporation should have no 

 

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directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of astockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders solely for the purpose of electing directors in accordance with the provisions of theCertificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware. 

 

If, at the time of filling any vacancy or any newly created directorship, the directors thenin office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the totalnumber of the then outstanding shares having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in officeas aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable. 

 

**3.5 Removal.** Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire board of directors may beremoved from office only for cause by the holders of a majority of the shares then entitled to vote at an election of directors. 

 

**3.6 Place of Meetings; Meetings by Telephone**. Regular meetings of the board of directors may be held at any place within or outside the State of Delaware that hasbeen designated from time to time by resolution of the board of directors. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board of directors may beheld at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. 

 

Any meeting, regular or special, may be held by conference telephone or similar communicationequipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting. 

 

**3.7 Regular Meetings.** Regular meetings of the board of directors may be held without notice if the times of such meetings are fixedby the board of directors. 

 

**3.8 Special Meetings; Notice.** Specialmeetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the vice chairman of the board, the chairman of the executive committee, the chief executive officer, if any, the secretary or byany two (2) or more of the directors, unless otherwise provided in the Certificate of Incorporation. 

 

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by mail, telecopy, telegram or other electronic or wireless means, charges prepaid, addressed toeach director at that director’s address as it is shown on the records of the corporation or if the address is not readily ascertainable, notice shall be addressed to the director at the city or place in which the meetings of directors areregularly held. If the notice is mailed, it 

 

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shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If thenotice is delivered personally or by telephone, telecopy, telegram or other electronic or wireless means, it shall be delivered personally or by telephone or other electronic or wireless means or to the telegraph company at least twenty-four (24)hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe willpromptly communicate it to the director. If the meeting is to be held at the principal executive office of the corporation, the notice need not specify the place of the meeting. Moreover, a notice of special meeting need not state the purpose ofsuch meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting. 

 

**3.9 Quorum.** A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to fill vacancies in the board ofdirectors as provided in Section 3.4 and to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as theact of the board of directors, subject to the provisions of the Certificate of Incorporation and applicable law. 

 

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by atleast a majority of the required quorum for that meeting. 

 

**3.10 Waiver ofNotice.** Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meetingwithout protesting, prior thereto or at its commencement, the lack of notice to such directors. The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though had at a meeting duly held afterregular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice. All such waivers shall be filed with the corporate records or made part of the minutes ofthe meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. 

 

**3.11 Adjournment.** A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 

 

**3.12 Notice of Adjournment.** Notice of the time and place of holding an adjournedmeeting need not be given if announced unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be givenbefore the adjourned meeting takes place, in the manner specified in Section 3.8 of these Bylaws, to the directors who were not present at the time of the adjournment. 

 

**3.13 Board Action by Written Consent Without a Meeting.** Any action required or permitted to be taken by the board of directors may betaken without a meeting, provided that all members 

 

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of the board of directors individually or collectively consent in writing or by electronic transmission to that actionand the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronicform if the minutes are maintained in electronic form. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. 

 

**3.14 Organization.** Meetings of the board of directors shall be presided over by the chairman of the board, if any, or in his or herabsence by the vice chairman of the board, if any, or in his or her absence by the chairman of the executive committee, if any, or in his or her absence by the chief executive officer, if any, or in his or her absence by a president. In the absenceof all such directors, a president pro tem chosen by a majority of the directors present shall preside at the meeting. The secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any personto act as secretary of the meeting. 

 

**3.15 Fees and Compensation ofDirectors.** Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.15 shall not beconstrued to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. 

 

**ARTICLE IV**

 

**COMMITTEES**

 

**4.1 Committees of Directors.** The board of directors may designate one (1) or more committees, each consisting of one or more directors, to serve at the pleasure ofthe board of directors. The board of directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolutionof the board, shall have all the authority of the board, but no such committee shall have the power or authority to (i) approve or adopt or recommend to the stockholders any action or matter that requires the approval of the stockholders or (ii)adopt, amend or repeal any Bylaw of the corporation. 

 

**4.2 Meetings andAction of Committees.** Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8(special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of those Bylaws asare necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or byresolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right toattend all meetings of the committee. The board of directors may adopt rules for the government of any committee not 

 

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inconsistent with the provisions of these Bylaws. 

 

**4.3 Committee Minutes.** Each committee shall keep regular minutes of its meetings and report the same to the board of directors whenrequired. 

 

**4.4 Executive Committee**. In the event that the board ofdirectors appoints an executive committee, such executive committee, in all cases in which specific directions to the contrary shall not have been given by the board of directors, shall have and may exercise, during the intervals between themeetings of the board of directors, all the powers and authority of the board of directors in the management of the business and affairs of the corporation (except as provided in Section 4.1 hereof) in such manner as the executive committee may deemin the best interests of the corporation. 

 

**ARTICLE V**

 

**OFFICERS**

 

**5.1 Officers.** The officers of this corporation shall consist of a one or morepresidents, one or more vice presidents, a secretary and a chief financial officer who shall be chosen by the Board of Directors and such other officers, including but not limited to a chairman of the board, a vice chairman of the board, a chairmanof the executive committee and a treasurer as the board of directors shall deem expedient, who shall be chosen in such manner and hold their offices for such terms as the board of directors may prescribe. Any two or more of such offices may be heldby the same person. The board of directors may designate one or more vice presidents as executive vice presidents or senior vice presidents. Either the chairman of the board, the vice chairman of the board, the chairman of the executive committee,or a president, as the board of directors may designate from time to time, shall be the chief executive officer of the corporation. The board of directors may from time to time designate any president or any executive vice president as the chiefoperating officer of the corporation. Any vice president, treasurer or assistant treasurer, or assistant secretary respectively may exercise any of the powers of a president, the chief financial officer, or the secretary, respectively, as directedby the board of directors and shall perform such other duties as are imposed upon such officer by the Bylaws or the board of directors. 

 

**5.2 Election of Officers.** In addition to officers elected by the board of directors in accordance with Sections 5.1 and 5.3, the corporation may have one or moreappointed vice presidents. Such vice presidents may be appointed by the chairman of the board or the chief executive officer and shall have such duties as may be established by the chairman or chief executive officer. Vice presidents appointedpursuant to this Section 5.2 may be removed in accordance with Section 5.4. 

 

**5.3 Terms of Office and Compensation.** The term of office and salary of each of said officers and the manner and time of the payment of such salaries shall be fixed and determined by the board of directors and may be altered by saidboard from time to time at its pleasure, subject to the rights, if any, of said officers under any contract of employment. 

 

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**5.4 Removal; Resignation of Officers and Vacancies.** Any officer of the corporation may be removed at the pleasureof the board of directors at any meeting or, except in the case of an officer chosen by the board of directors, at the pleasure of any officer who may be granted such power by a resolution of the board of directors. Any officer may resign at anytime upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. If any vacancy occurs in any office of the corporation, the board of directors may elect asuccessor to fill such vacancy for the remainder of the unexpired term and until a successor is duly chosen and qualified. 

 

**5.5 Chairman of the Board.** The chairman of the board, if such an officer be elected, shall have general supervision, direction and control of thecorporation’s business and its officers, and, if present, preside at meetings of the stockholders and the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board ofdirectors or as may be prescribed by these Bylaws. The chairman of the board shall report to the board of directors. The chairman of the board shall have the power to call meetings of the board of directors to be held, subject to the limitationsprescribed by law or by these Bylaws, at such times and at such places as the chairman of the board shall deem proper. The chairman of the board shall have the power to sign certificates for shares of stock of the corporation. 

 

**5.6 Vice Chairman of the Board.** The vice chairman of the board of directors, if thereshall be one, shall, in the case of the absence, disability or death of the chairman, exercise all the powers and perform all the duties of the chairman of the board. The vice chairman shall have such other powers and perform such other duties asmay be granted or prescribed by the board of directors. 

 

**5.7 Chairman ofExecutive Committee.** The chairman of the executive committee, if there be one, shall have the power to call meetings of the board of directors to be held subject to the limitations prescribed by law or by these Bylaws, at such times and at suchplaces as the chairman of the executive committee shall deem proper. The chairman of the executive committee shall have such other powers and be subject to such other duties as the board of directors may from time to time prescribe. 

 

**5.8 Presidents of Business Units.**

 

(a) Each president of a corporation subsidiary, division or business unit (the“Unit”) shall be responsible, and shall have general and active management of the day-to-day business, operations and affairs of such Unit, subject to the direction and control of the chief executive officer and the board of directors.Each president of a Unit shall report to the chief executive officer and, at meetings of the board of directors, upon request by the board of directors or the chairman of the board or the chief executive officer, to the board of directors, and shallsee to it that all directions of the chief executive officer and all orders and resolutions of the board of directors are implemented and carried into effect. 

 

(b) Each president of a Unit shall have the power to affix the signature of the corporation to all deeds, conveyances, mortgages, leases, obligations, bonds,certificates and other papers and instruments in writing which have been authorized by the board of directors with respect to such Unit or which, in the judgment of the president of such Unit, should be executed on behalf of the 

 

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Unit. No president of a Unit shall have any such powers with respect to any other Unit unless authorized by the board ofdirectors. 

 

(c) Each president of a Unit shall also have and may exercise suchfurther powers and duties as from time to time may be conferred upon, or assigned to, him or her by the board of directors or the chief executive officer. 

 

**5.9 Vice Presidents.** In case of the absence, disability or death of a president, the elected vice president, or one of the elected vice presidents, shall exerciseall the powers and perform all the duties of such president. If there is more than one elected vice president, the order in which the elected vice presidents shall succeed to the powers and duties of such president shall be as fixed by the board ofdirectors. The elected vice president or elected vice presidents shall have such other powers and perform such other duties as may be granted or prescribed by the board of directors. 

 

Vice presidents appointed pursuant to Section 5.2 shall have such powers and duties as may be fixed by the chairman or chief executiveofficer, except that such appointed vice presidents may not exercise the powers and duties of a president. 

 

**5.10 Secretary.** The powers and duties of the secretary are: 

 

(a) To keep a book of minutes at the principal office of the corporation, or such other place as the board of directors may order, of all meetings of its directors and stockholders with the time and place of holding,whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

 

(b) To keep the seal of the corporation and affix the same to all instrumentswhich may require it. 

 

(c) To keep or cause to be kept at the principal officeof the corporation, or at the office of the transfer agent or agents, a share register, or duplicate share registers, showing the names of the stockholders and their addresses, the number of and classes of shares, and the number and date ofcancellation of every certificate surrendered for cancellation. 

 

(d) To keep asupply of certificates for shares of the corporation, to fill in all certificates issued, and to make a proper record of each such issuance; provided, that so long as the corporation shall have one or more duly appointed and acting transfer agentsof the shares, or any class or series of shares, of the corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents. 

 

(e) To transfer upon the share books of the corporation any and all shares of the corporation; provided, that so long as the corporationshall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents, and themethod of transfer of each certificate shall be subject to the reasonable regulations of the transfer agent to which the certificate is presented for transfer, and also, if the corporation then has one or 

 

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more duly appointed and acting registrars, to the reasonable regulations of the registrar to which the new certificate ispresented for registration; and provided, further that no certificate for shares of stock shall be issued or delivered or, if issued or delivered, shall have any validity whatsoever until and unless it has been signed or authenticated in the mannerprovided in Section 8.5 hereof. 

 

(f) To make service and publication of allnotices that may be necessary or proper, and without command or direction from anyone. In case of the absence, disability, refusal, or neglect of the secretary to make service or publication of any notices, then such notices may be served and/orpublished by a president or a vice president, or by any person thereunto authorized by either of them or by the board of directors or by the holders of a majority of the outstanding shares of the corporation. 

 

(g) Generally to do and perform all such duties as pertain to the office of secretary and asmay be required by the board of directors. 

 

**5.11 Chief FinancialOfficer**. The powers and duties of the chief financial officer are: 

 

(a) Tosupervise the corporate-wide treasury functions and financial reporting to external bodies. 

 

(b) To have the custody of all funds, securities, evidence of indebtedness and other valuable documents of the corporation and, at the chief financial officer’s discretion, to cause any or all thereof to bedeposited for account of the corporation at such depositary as may be designated from time to time by the board of directors. 

 

(c) To receive or cause to be received, and to give or cause to be given, receipts and acquittances for monies paid in for the account of the corporation. 

 

(d) To disburse, or cause to be disbursed, all funds of the corporation as may be directed bythe board of directors, taking proper vouchers for such disbursements. 

 

(e) Torender to the chief executive officer and to the board of directors, whenever they may require, accounts of all transactions and of the financial condition of the corporation. 

 

(f) Generally to do and perform all such duties as pertain to the office of chief financial officer and as may be required by the board ofdirectors. 

 

**ARTICLE VI**

 

**INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES**

**AND OTHER AGENTS**

 

**6.1 Indemnification of Directors and Officers.** The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware,indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising 

 

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by reason of the fact that such person is or was an agent of the corporation; provided, however, that the corporation maymodify the extent of such indemnification by individual contracts with its directors and executive officers and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (orpart thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized in advance by the board of directors of the corporation, (iii) such indemnification is provided by thecorporation, in its sole discretion, pursuant to the powers vested in the corporation under the General Corporation Law of Delaware or (iv) such indemnification is required to be made pursuant to an individual contract. For purposes of this Section6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of anothercorporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessorcorporation. 

 

**6.2 Indemnification of Others.** The corporation shall havethe power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments,fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee”or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessorcorporation. 

 

**6.3 Insurance.** The corporation may purchase and maintaininsurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify himor her against such liability under the provisions of the General Corporation Law of Delaware. 

 

**6.4 Expenses.** The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, upon receipt of an undertaking by or onbehalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise; provided, however, that the corporation shall not be required to advance expenses toany director 

 

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or officer in connection with any proceeding (or part thereof) initiated by such person unless the proceeding wasauthorized in advance by the board of directors of the corporation. 

 

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of thecorporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the board of directors by a majorityvote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion,that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the bestinterests of the corporation. 

 

**6.5 Non-Exclusivity of Rights.** The rightsconferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of itsdirectors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the General Corporation Law of Delaware. 

 

**6.6 Survival of Rights.** The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be adirector, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 

 

**6.7 Amendments.** Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of thealleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. 

 

**ARTICLE VII**

 

**RECORDS AND REPORTS**

 

**7.1 Maintenance and Inspection of Records.** The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its stockholders listing their names andaddresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records. 

 

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usualhours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a 

 

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purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or otheragent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oathshall be directed to the corporation at its registered office in Delaware or at its principal place of business. 

 

**7.2 Inspection by Director.** Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders and its other books andrecords for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily orderthe corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with referenceto the inspection, or award such other and further relief as the Court may deem just and proper. 

 

**7.3 Representation of Shares of Other Corporations**. The chief executive officer or any other officer of this corporation authorized by the board of directors is authorized to vote, represent, and exercise onbehalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any otherperson authorized to do so by proxy or power of attorney duly executed by such person having the authority. 

 

**ARTICLE VIII**

 

**GENERAL MATTERS**

 

**8.1 Record Date forPurposes Other than Notice and Voting.** For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect ofany other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only stockholders of record at the close of business on the date so fixed areentitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwiseprovided in the Certificate of Incorporation, by these Bylaws, by agreement or by law. 

 

If the board of directors does not so fix a record date, then the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth(60th) day before the date of that action, whichever is later. 

 

**8.2 Checks;Drafts; Evidences of Indebtedness.** From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences ofindebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 

 

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**8.3 Corporate Contracts and Instruments; How Executed.** The board of directors, except as otherwise provided inthese Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless soauthorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render itliable for any purpose or for any amount. 

 

**8.4 Fiscal Year.** The fiscalyear of this corporation shall end on March 31. 

 

**8.5 Stock Certificates.**There shall be issued to each holder of fully paid shares of the capital stock of the corporation a certificate or certificates for such shares. Every holder of shares of the corporation shall be entitled to have a certificate signed by, or in thename of the corporation by, the chairman or vice chairman of the board of directors, or the chief executive officer and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing thenumber of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate hasceased 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. 

 

**8.6 Special Designation on Certificates.** If the corporation is authorized to issuemore than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the 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 that the corporation shall issue to represent such class or series of stock; provided, however, 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 that the corporation shall issue to represent such class orseries of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stockor series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

 

**8.7 Lost Certificates.** The corporation may issue a new share certificate or new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim thatmay be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The board of directors may adopt such other provisions and restrictionswith reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate. 

 

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**8.8 Construction; Definitions.** Unless the context requires otherwise, the general provisions, rules ofconstruction, and definitions in the General Corporation Law of Delaware shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes thesingular, and the term “person” includes both a corporation and a natural person. 

 

**8.9 Provisions Additional to Provisions of Law.**All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible, as supplemental and additional to allprovisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal. 

 

**8.10 Provisions Contrary to Provisions of Law.** Any article, section, subsection, subdivision, sentence, clause or phrase of theseBylaws which upon being construed in the manner provided in Section 8.9 hereof, shall be contrary to or inconsistent with any applicable provisions of law, shall not apply so long as said provisions of law shall remain in effect, but such resultshall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof,irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal. 

 

**8.11 Notices.** Any reference in these Bylaws to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail isdeposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice byelectronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe willpromptly communicate it to the recipient. 

 

**ARTICLE IX**

 

**AMENDMENTS**

 

Subject to Section 6.7 hereof, the original or other bylaws of the corporation may beadopted, amended or repealed (1) at any annual or special meeting of stockholders, by the affirmative vote of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote thereat, provided, however, that anyproposed alteration or repeal of, or the adoption of any By-Law inconsistent with, Section 2.2, 2.3, 2.5 or 2.11 of Article II of the By-Laws or with Section 3.2, 3.3, 3.4 or 3.5 of Article III of the By-Laws or this sentence, by the stockholdersshall require the affirmative vote of the holders of at least 80% of the voting power of all Voting Stock then outstanding, voting together as a single class; and, provided, further, however, that in the case of any such stockholder action at aspecial meeting of stockholders, notice of the proposed alteration, repeal or adoption of the new By-Law or By-Laws must be contained in the notice of such special meeting, or (2) by the affirmative vote of a majority of the Board of Directors. Thefact that the power to amend these By-Laws has been so conferred upon the 

 

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directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

 

Whenever an amendment or new bylaw is adopted, it shall be copied in the bookof bylaws with the original bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or the filing of the operative written consent(s) shall be stated in said book.

 

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**CERTIFICATE OF ADOPTION AND AMENDMENT OF BYLAWS**

 

**OF**

 

**ROXIO, INC.**

 

**Certificate by Secretary of Adoption and Amendment**

 

The undersigned hereby certifies that: (i) he is the duly elected, qualified, and acting Secretary of Roxio, Inc., a Delaware corporation (the “Corporation”),and (ii) the Board of Directors of the Corporation (the “Board”) at a special meeting of the Board on May 17, 2003 approved the amendment and restatement of the foregoing Bylaws as the Amended and Restated Bylaws of the Corporation.

 

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed thecorporate seal this 17th day of May 2003. 

 

/s/    William E. Growney,Jr.        

**William E. Growney, Jr.,**

**Secretary**

 

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