# Exhibit 3.2

AMENDED AND RESTATED
BY-LAWS

OF

CNS, INC.

(As amended through
November 3, 2005)

ARTICLE 1

OFFICES

1.1)
Registered Offices  The address of the registered office of the corporation shall be established and maintained at the
office of the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware and
the Corporation Trust Company shall be the registered agent of the corporation. The Board of Directors shall have authority to
change the registered office of the corporation from time to time, and any such change shall be registered by the secretary with
the Secretary of State of Delaware.

1.2) Offices  The
corporation may have such other offices, including its principal business office, either within or without the State of Delaware,
as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE 2

CORPORATE SEAL

The
corporate seal shall have thereon the name of the corporation, and the words Corporate
Seal and when so directed by the Board of Directors a duplicate of the seal may be
kept and used by the secretary or treasurer or by an assistant secretary or assistant
treasurer.



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ARTICLE 3

SHAREHOLDERS

3.1) Regular
Meeting  The regular meeting of the shareholders of the corporation shall be an annual meeting held at the principal
business office of the corporation, or at such place as is designated by the Board of Directors or by written consent of all the
shareholders entitled to vote thereat, at which time the shareholders, voting as provided in the Articles of Incorporation, shall
elect a Board of Directors for the ensuing year, and shall transact such other business as shall properly come before them. In the
event the regular meeting is not held for a period of thirteen (13) months or more, a shareholder or director may apply to the
Court of Chancery to summarily order a meeting to be held. To be properly brought before the annual meeting, business must be of a
nature that is appropriate for consideration at an annual meeting and must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by
a shareholder. In addition to any other applicable requirements, for business to be properly brought before the annual meeting by
a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely,
each such notice must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the
corporation, not less than 45 days nor more than 60 days prior to the date the proxy materials for the previous years annual
meeting were mailed to shareholders of the corporation. Each such notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (w) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual meeting, (x) the name and address of record of the
shareholders proposing such business, (y) the class or series (if any) and the number of shares of the corporation which are owned
by the shareholder, and (z) any material interest of the shareholder in such business. Notwithstanding anything in these By-laws
to the contrary, no business shall be transacted at the annual meeting except in accordance with the procedures set forth in this
Article; provided, however, that nothing in this Article shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting, in accordance with these By-Laws.

3.2)
Special Meetings  Special meetings of the shareholders shall be called by the Secretary at any time upon request of the
President, a Vice-President acting in the capacity of the President, the Treasurer or two (2) or more members of the Board of
Directors, or upon a written request of shareholders holding ten percent (10%) or more of the capital stock entitled to vote.
Notice shall be given in accordance with the provisions of Article 3.5 hereof.

3.3)
Quorum  The holders of fifty (50%) percent of the outstanding shares entitled to vote, represented either in person or by
proxy, shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting, at
which a quorum of the shareholders is present, may continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. In case a quorum is not present at any meeting, those present shall have the
power to adjourn the meeting from time to time, without notice or other announcement at the meeting, until the requisite number of
voting shares shall be represented. Any business may be transacted at such reconvened meeting which might have been transacted at
the meeting which was adjourned.

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3.4) Voting  At each
meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy duly
appointed by an instrument in writing subscribed by such shareholder. Each shareholder shall have one (1) vote for each share
having voting power standing in his name on the books of the corporation. Shares owned by two (2) or more shareholders may be
voted by any one of them unless the corporation receives written notice from any one of them denying the authority of that person
to vote those shares. A holder of voting shares may vote any portion of the shares in any way the shareholder chooses. If a
shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to
have voted all the shares in that way. Upon the demand of any shareholder, the vote for director, or the vote upon any question
before the meeting shall be by ballot. In all matters other than the election of directors, the affirmative vote of the majority
of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.

3.5) Notice
of Meeting  There shall be mailed to each shareholder shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a notice setting out the time and place of the regular
meeting or any special meeting, which notice shall be mailed at least ten (10) days and not more than sixty (60) days prior
thereto. Every notice of any special meeting shall state the purpose or purposes of the proposed meeting, and the business
transacted at all special meetings shall be confined to purposes stated in the call. A shareholder may waive notice of a meeting
of shareholders. A waiver of notice by a shareholder entitled to notice is effective whether given before, at, or after the
meeting, or whether given in writing, orally, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be
considered at that meeting and does not participate in the consideration of the item at that meeting.

3.6) Proxies  At
all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. No appointment of
a proxy is irrevocable unless the appointment is coupled with an interest in the shares of the corporation.

3.7) Closing Transfer
Books  The Board of Directors may close the stock transfer books for a period of time not exceeding sixty (60) days
preceding the date of any meeting of shareholders, payment of dividend, allotment of rights, change, conversion or exchange of
capital stock or the date of obtaining consent of shareholders for any purpose.

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3.8) Record Date 
In lieu of closing the stock record books the Board of Directors may fix in advance a date, not exceeding sixty (60) days
preceding the date of any of the aforesaid events, as a record date for the determination of shareholders entitled to notice of
and to vote at any such meeting and any adjournment thereof, or to receive any such dividend or allotment or rights, or to
exercise the rights in respect to any change, conversion or exchange of capital stock or to give such consent, and in such case
only such shareholders on the record date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment
thereof, or to receive such dividend or allotment of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation after any such record date so fixed. If the stock
transfer books are not closed and no record date is fixed for such determination of the shareholders of record, the date on which
notice of the meeting is mailed, or the date of adoption of a resolution of the Board of Directors declaring a dividend, allotment
of rights, change, conversion or exchange of capital stock or to give such consent, as the case may be, shall be the record date
for such determination of shareholders. A determination of shareholders entitled to vote shall apply to any adjournment of such
meeting except when the date of determination or the closing of the stock transfer book exceeds sixty (60) days preceding such
adjourned meeting, in which event a new meeting must be called.

3.9) Presiding Officer
 The appropriate officers of the corporation shall preside over all meetings of the shareholders; provided, however, that in
the absence of an appropriate corporate officer at any meeting of the shareholders, the meeting shall choose any person present to
act as presiding officer of the meeting.

3.10) Conduct of
Meetings of Shareholders  Subject to the following, meetings of shareholders generally shall follow accepted rules of
parliamentary procedure:

| | 1. |  | The
chairman of the meeting shall have absolute authority over matters of
                    procedure and there shall be no appeal from the ruling of the
chairman. If the                     chairman, in his absolute discretion, deems it
advisable to dispense with the                     rules of parliamentary procedure as to
any one meeting of shareholders or part                     thereof the chairman shall so
state and shall clearly state the rules under                     which the meeting or
appropriate part thereof shall be conducted.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. |  | If disorder should arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting; and upon his so
doing, the meeting is immediately adjourned.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. |  | The chairman may ask or require that anyone not a bona fide shareholder or
                    proxy leave the meeting.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------

| | 4. |  | A resolution or motion shall be considered for vote only if
proposed by a shareholder or duly authorized proxy, and seconded by an individual who is a shareholder or a duly authorized proxy,
other than the individual who proposed the resolution or motion; provided, however, that the chairman shall have the discretion to
rule out of order any resolution or motion which seeks shareholder vote on (i) a proposal that has failed to comply with the
requirements of Article 3.1, or (ii) any nomination(s) for the election of directors that fails to comply with Article 4.16.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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3.11) Order
of Business  The suggested order of business at the regular meeting
                    of shareholders, and so far as possible at all other meetings of the
                    shareholders, shall be:

| | 1. |  | Calling of roll.
| | -- |  | ----------------

| | 2. |  | Proof of due notice of meeting, or unanimous waiver.
| | -- |  | ----------------------------------------------------

| | 3. |  | Reading
and disposal of any unapproved minutes.
| | -- |  | -----------------------------------------------

| | 4. |  | Annual
reports of all officers and committees.
| | -- |  | ----------------------------------------------

| | 5. |  | Election
of directors.
| | -- |  | ----------------------

| | 6. |  | Unfinished
business.
| | -- |  | --------------------

| | 7. |  | New
business properly presented.
| | -- |  | --------------------------------

| | 8. |  | Adjournment.
| | -- |  | ------------

3.12) Inspectors of
Election  The Board of Directors in advance of any meeting of shareholders may appoint inspectors to act at such meeting or
any adjournment thereof. If inspectors of election are not so appointed, the officer or person acting as chairman of any such
meeting may, and on the request of any shareholder or his proxy, shall make such appointment. In case any person appointed as
inspector shall fail to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the
meeting, or at the meeting by the officer or person acting as chairman. The inspectors of election shall determine the number of
shares outstanding, the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes, ballots, assents or consents, hear and determine all challenges and questions in
any way arising and announce the result, and do such acts as may be proper to conduct the election or vote with fairness to all
shareholders.

No
inspector whether appointed by the Board of Directors or by the officer or person acting
as chairman need be a shareholder.

3.13) Informal Action by
Shareholders  Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting and notice thereof if a consent in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The
written action is effective when it has been signed by all of those shareholders, unless a different effective time is provided in
the written action.

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ARTICLE 4

DIRECTORS

4.1) General
Powers  The property, affairs, and business of the corporation           shall be
managed by the Board of Directors.

4.2) Number
 The Board of Directors shall consist of such number of directors,           not
less than five (5) nor more than ten (10), the exact number to be fixed from
          time to time solely by resolution of the Board of Directors, acting by not less
          than a majority of the directors then in office.

4.3) Qualifications and Term
of Office  Directors need not be shareholders or residents of the State of Delaware. Directors shall be elected by the
shareholders at the regular meeting for a term of one (1) year or until their successors are elected and qualified. Each of the
directors of the corporation shall hold office until the regular meeting next following or closely coinciding with the expiration
of his term of office and until his successor shall have been elected and shall qualify or until he shall resign, or shall have
been removed as provided by statute.

4.4) Quorum  A majority
of the whole Board of Directors shall constitute a quorum for the transaction of business; provided, however, that if any
vacancies exist by reason of death, resignation or otherwise, a majority of the remaining directors shall constitute a quorum for
the conduct of business. If less than a quorum is present at any meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. If a quorum is present when a duly called or held meeting is convened, the
directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors
originally present leaves less than a majority.

4.5) Regular Meetings 
As soon as practical after each regular meeting of shareholders, the Board of Directors shall meet for the purposes of
organization, choosing the officers of the corporation and for the transaction of other business at the place where the
shareholders meeting is held or at the place where regular meetings of the Board of Directors are held. No notice of such
meeting need be given. Such first meeting may be held at any other time and place which shall be specified in a notice given as
hereinafter provided for special meetings or in a consent and waiver of notice signed by all the directors.

4.6) Telephonic Meetings
 Any member or members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of
the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this paragraph shall
constitute presence in person at such meeting.

4.7) Special Meetings 
Special meetings of the Board of Directors may be held at such time and place as may from time to time be designated in the notice
or waiver of notice of the meeting. Special meetings of the Board of Directors may be called by the president, or by any director.
Unless notice shall be waived by all directors entitled to notice, notice of the special meeting shall be given by the secretary,
who shall give at least twenty-four (24) hours notice thereof to each director by mail, telegraph, telephone, or in person;
provided, however, that meetings may be held without waiver of notice from or giving notice to any director while he is in the
Armed Forces of the United States. Each director, by his attendance and his participation in the action taken at any
directors meeting, shall be deemed to have waived notice of such meeting.

4.8)
Compensation  Directors and any members of any committee of the corporation contemplated by these By-Laws or otherwise
provided for by resolution of the Board of Directors, shall receive such compensation therefore as may be determined from time to
time by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving
the corporation in any other capacity and receiving proper compensation therefor.

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4.9) Salaries 
Salaries and other compensation of all officers and employees of the corporation shall be fixed by the Board of Directors. Nothing
herein contained shall be construed to preclude any officer from serving the corporation as a director, consultant or in any other
capacity and receiving proper compensation therefor. In the event that any authority, such as the Internal Revenue Service,
determines, and such determination is ultimately accepted, that any compensation paid to a director, officer or employee of the
corporation is excessive and disallows the corporate deduction therefor, the recipient of the amounts so determined to be
excessive shall repay the corporation said amount.

4.10) Committees 
A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the corporation to the extent provided in the resolution. Committees
are subject at all times to the direction and control of the Board of Directors except as provided in Article 4.11. A committee
shall consist of one or more natural persons, who are directors, appointed by affirmative vote of a majority of the directors
present. A majority of the members of the committee present at a meeting is a quorum for the transaction of business unless a
larger or smaller proportion is provided in a resolution approved by the affirmative vote of a majority of the directors present.

4.11) Committee of
Disinterested Persons  The Board of Directors may establish a committee composed of two or more disinterested directors or
other disinterested persons to determine whether it is in the best interests of the corporation to pursue a particular legal right
or remedy of the corporation and whether to cause the dismissal or discontinuance of a particular proceeding that seeks to assert
a right or remedy on behalf of the corporation. A director or other person is disinterested if he is not an owner of
more than one percent of the outstanding shares of, or a present or former officer, employee or agent of the corporation or of a
related corporation and has not been made or threatened to be made a party to the proceeding in question. The committee, once
established, is not subject to the direction or control of, or termination by, the Board of Directors. A vacancy on the committee
may be filled by a majority vote of the remaining members. The good faith determinations of the committee are binding upon the
corporation and its directors, officers and shareholders. The committee terminates when it issues a written report of its
determinations.

4.12) Vacancies 
Any vacancy in the Board of Directors shall be filled by an affirmative vote of a majority of the remaining directors of the
Board, though less than a quorum, and each person so elected shall be a director until his successor is elected by the
shareholders, who may make such election at their next annual meeting or any meeting duly called for that purpose.

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4.13) Order of Business
 The meetings shall be conducted in accordance with Roberts Rules of Order, Revised, and the suggested order of business at
any meeting of the directors shall be:

| | 1. |  | Roll call.
| | -- |  | ----------

| | 2. |  | Proof
of due notice of meeting, or unanimous consent, or unanimous presence and
                    declaration by president.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------

| | 3. |  | Reading
and disposal of any unapproved minutes.
| | -- |  | -----------------------------------------------

| | 4. |  | Reports of officers and committees.
| | -- |  | -----------------------------------

| | 5. |  | Election
of officers.
| | -- |  | ---------------------

| | 6. |  | Unfinished
business.
| | -- |  | --------------------

| | 7. |  | New
business.
| | -- |  | -------------

| | 8. |  | Adjournment.
| | -- |  | ------------

4.14) Written
Consent or Opposition in Advance of Meeting  Any member of the
                    Board of Directors or a committee thereof, may give advance written
consent or                     opposition to a proposal or resolution stating an action
to be taken by the                     Board or committee. Such consent or opposition
shall be a vote in favor of or                     against the proposal or resolution if
the proposal or resolution acted upon at                     the meeting is substantially
the same or has substantially the same effect as                     the proposal or
resolution to which the member of the Board or committee has
                    consented or objected.

4.15)
                     Informal Action by Directors  Any action required or permitted to be
                    taken at a meeting of the directors may be taken without a meeting and notice
                    thereof if a consent in writing, setting forth the action so taken, shall be
                    signed by all of the directors entitled to vote with respect to the subject
                    matter set forth.

4.16) Nominations
for Election of Directors  Subject to the rights of holders of any class or series of stock having a preference over the
common shares as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors.
However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholders intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation not less than 45
days nor more than 60 days prior to the date the proxy materials for the previous years annual meeting were mailed to
shareholders of the corporation. Each such notice to the Secretary shall set forth: (i) the name and address of record of the
shareholder who intends to make the nomination; (ii) a representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of
each nominee; (iv) a description of all arrangements or understandings between the shareholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the
shareholder; (v) such other information regarding each nominee proposed by such shareholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each
nominee to serve as a director of the corporation if so elected. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve
as a director of the corporation. The chairman or presiding officer of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the foregoing procedure, and if the chair or presiding officer should so determine, he
or she shall so declare to the meeting and the defective nomination shall be disregarded.

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ARTICLE 5

OFFICERS

5.1) Number
 The officers of the corporation shall include a president or chief executive officer, a treasurer or chief financial
officer and a secretary and may include such other officers as may from time to time be chosen by the Board of Directors. Any two
offices except those of president and vice-president may be held by one person.

5.2) Election,
Term of Office and Qualifications  At any regular meeting of the Board of Directors, the Board shall elect from their number
a president or chief executive officer and shall, from within or without their number, elect a treasurer or chief financial
officer and a secretary, and may, in addition, from within or without their number, elect one or more vice-presidents and such
other officers and assistant officers as may be deemed advisable. Such officers shall hold office until the next regular meeting
or until their successors are elected and qualified; provided, however, that any officer may be removed with or without cause by
the affirmative vote of a majority of the whole Board of Directors.

5.3)   Chairman
of the Board  The chairman of the board of directors shall preside at all meetings of shareholders and directors, and he
shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

5.4) President
and Chief Executive Officer  The president shall have general and active management of the business under the supervision
and direction of the Board of Directors, and he shall be responsible for carrying into effect all orders and resolutions of the
Board of Directors. He shall be the chief executive officer of the corporation and shall perform all duties usually incident to
the office of president and chief executive officer and such other duties as may be from time to time prescribed by the Board of
Directors; except that if the Board of Directors elects a separate chief executive officer, then the president shall perform such
duties usually incident to the office of president and the chief executive officer shall perform such duties usually incident to
the office of the chief executive officer and each of them shall perform such duties as may be from time to time prescribed to
each of them by the Board of Directors.

5.5) Chief Operating Officer
 The chief operating officer of the corporation shall be responsible for directing and supervising the corporations
overall business activities. He shall be the officer primarily responsible for planning and carrying out the business policies of
the corporation and shall report to the Board of Directors thereon at each meeting of the Board of Directors. He shall have such
other responsibilities and shall exercise such additional authority as may from time to time be assigned to him by the Board.

5.6) Vice President 
Each vice-president shall have such powers and shall perform such duties as may be specified in these By-Laws or prescribed by the
Board of Directors. In the event of absence or disability of the president, a vice-president shall succeed to his powers and
duties in the order in which they are elected or as otherwise prescribed by the Board of Directors. A vice- president who is not a
director shall not succeed to the office of president.

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5.7) Secretary  The
secretary shall be secretary of and shall attend all meetings of the shareholders and Board of Directors. He shall act as clerk
thereof and shall record all the proceedings of such meetings in the minute book of the corporation. He shall give proper notice
of meetings of shareholders and directors. He shall keep the seal of the corporation and shall affix the same to any instrument
requiring it and shall attest the seal by his signature. He shall, with the president or any vice-president, acknowledge all
certificates for shares of the corporation and shall perform such other duties as may be prescribed from time to time by the Board
of Directors.

5.8) Treasurer and Chief
Financial Officer  The treasurer shall keep accurate accounts of all moneys of the corporation received or disbursed. He
shall deposit all moneys, drafts, and checks in the name and to the credit of the corporation in such banks and depositories as
the Board of Directors shall designate from time to time. He shall endorse for deposit all notes, checks and drafts received by
the corporation as ordered by the Board of Directors, making proper vouchers therefor. He shall disburse the funds of the
corporation as authorized by the Board of Directors. He shall render to the president and the Board of Directors, whenever
required, an account of all of his transactions as treasurer and of the financial condition of the corporation and shall perform
such other duties as may be prescribed by the Board of Directors from time to time.

5.9) Assistant Officers
 In the event of absence or disability of any vice-president, secretary, or treasurer, such assistants to such officers
shall succeed to the powers and duties of the absent officer in the order in which they are elected or as otherwise prescribed by
the Board of Directors until such principal officer shall resume his duties or a replacement is elected by the Board of Directors.
Such assistant officers shall exercise such other powers and duties as may be delegated to them from time to time by the Board of
Directors, but they shall be subordinate to the principal officer they are designated to assist.

5.10) Officers Shall Not Lend
Corporate Credit  Except for the proper use of the corporation, no officer of this corporation shall sign or endorse in the
name or on behalf of this corporation, or in his official capacity, any obligations for the accommodation of any other party or
parties, nor shall any check, note, bond, stock certificate or other security or thing of value belonging to this company be used
by any officer or director as collateral for any obligation other than valid obligations of this corporation.

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ARTICLE 6

INDEMNIFICATION

6.1) Indemnification 
The corporation will indemnify, to the fullest extent permitted by Delaware law, every person made or threatened to be made a
witness or a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was a director or officer 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, joint venture, trust or other enterprise, against all
expenses (including attorneys fees), judgments, fines and amounts paid in settlement and other liabilities actually and
reasonably incurred by such person in connection with such action, suit or proceeding.

6.2)
Advancement of Expenses  Expenses (including attorneys fees) actually and reasonably incurred by a person specified in
Article 6.1 above in connection with appearing at, participating in or defending any action, suit or proceeding specified in
Article 6.1 above will be paid by the corporation or reimbursed by the corporation, in advance of the final disposition of such
action, suit or proceeding, upon receipt of a written request from such person preceded or accompanied by an undertaking by or on
behalf of such person to repay such amount if it shall be determined that such person is not entitled to be indemnified by the
corporation under this Article 6.1.

6.3)
Exceptions  No person shall be entitled to indemnification or advancement of expenses under this Article 6: (i) with respect
to any action, suit or proceeding brought by the corporation against such person alleging willful misappropriation of corporate
assets by such person or willful and deliberate breach of any material fiduciary or contractual obligation of such person to the
corporation, if the bringing of such action, suit or proceeding shall have been approved or subsequently ratified by the Board of
Directors of the corporation; (ii) with respect to any action, suit or proceeding arising out of the purchase and sale by such
person of securities in violation of Section 16(b) of the Securities Act of 1934, as amended; or (iii) to the extent prohibited
under applicable law.

6.4) Miscellaneous  The
rights of indemnification and advancement of expenses contained in this Article 6 shall not be exclusive of any other rights to
indemnification or similar protection to which any person may be entitled under any agreement, vote of stockholders or
disinterested directors, insurance policy or otherwise, and shall continue as to any person who has ceased to serve in the
applicable capacity and inure to the benefit of the heirs, executors and administrator of such person.

6.5) Effect of Amendment
 Any amendment, modification or repeal of this Article 6 shall not adversely affect any right or protection accorded to any
person under this Article 6 with respect to any state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought to the extent based upon any such state of facts.

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ARTICLE 7

SHARES AND THEIR
TRANSFER

7.1) Certificates of Stock
 Every owner of stock of the corporation shall be entitled to a certificate, to be in such form as the Board of Directors
prescribe, certifying the number of shares of stock of the corporation owned by him. The certificates for such stock shall be
numbered in the order in which they shall be issued and shall be signed in the name of the corporation by the president, and by
the secretary, or by any other two (2) proper officers of the corporation authorized by the Board of Directors. A record shall be
kept of the name of the person, firm or corporation owning the stock represented by each such certificate, and the respective
issue date thereof, and in the case of cancellation, the respective dates of cancellation. Every certificate surrendered to the
corporation for exchange or transfer shall be canceled and no other certificate or certificates shall be issued in exchange for
any existing certificates until such existing certificate shall have been so canceled except in cases provided for in Article 7.5.

7.2) Facsimile Signature
 Where any certificate is manually signed by a transfer agent, a transfer clerk or by a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the president and secretary or other proper officer of the
corporation authorized by the Board of Directors may be inscribed on the certificate in lieu of the actual signature of such
officer. The fact that a certificate bears the facsimile signature of an officer who has ceased to hold office shall not affect
the validity of such certificate if otherwise validly issued.

7.3) Issuance of Shares
 Subject to the provisions and limitations of Article 4 of the Certificate of Incorporation, the Board of Directors is
authorized to cause to be issued shares of the corporation, to the full amount of such authorized shares, and at such times as may
be determined by the Board of Directors and as may be permitted by law.

7.4) Transfer of Shares
 Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate, or
by the shareholders legal representative, or duly authorized attorney-in-fact, and upon surrender for cancellation of the
certificate or certificates for such shares. The shareholder in whose name shares of stock stand on the books of the corporation
shall be deemed the owner thereof for all purposes as regards the corporation; provided, that when any transfer of shares shall be
made as collateral security, and not absolutely, such facts, if known to the secretary of the corporation, or to the transfer
agent, shall be so expressed in the entry of transfer.

7.5) Lost Certificates 
Any shareholder claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact in
such form as the Board of Directors may require, and shall, if the directors so require, give the corporation a bond of indemnity
in form and with one or more sureties satisfactory to the Board, in an amount determined by the Board of Directors not exceeding
double the value of the stock represented by such certificate to indemnify the corporation, against any claim that may be made
against it on account of the alleged loss or destruction of such certificate; whereupon a new certificate may be issued in the
same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

7.6) Treasury Stock 
Treasury stock shall be held by the corporation subject to disposal by the Board of Directors, in accordance with the Certificate
of Incorporation and these By-Laws, and shall not have voting rights nor participate in dividends.

7.7) Indebtedness of
Shareholders  The corporation shall have a first lien on all the shares of its capital stock and upon all dividends declared
upon the same for any indebtedness of the respective holders thereof to the corporation.

7.8) Transfer Agent and
Registrar  The Board of Directors may appoint one or more transfer agents or transfer clerks, and may require all
certificates for shares to bear the signature or signatures of any of them.

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ARTICLE 8

BOOKS AND RECORDS

8.1) Share Register;
Dates of Issuance  The corporation shall keep at its principal business office, or at another place or places within the
United States determined by the Board of Directors, a share register not more than one year old, containing the names and
addresses of the shareholders and the number and classes of shares held by each shareholder. The corporation shall also keep, with
the share register, a record of the dates on which certificates or transaction statements representing shares were issued.

8.2) Other Documents
Required  A corporation shall keep at its principal business office, or, if its principal business office is outside of this
state, shall make available at its registered office within ten days after receipt by an officer of the corporation of a written
demand for them made by a person described in Article 8.4, originals or copies of:

| | 1. |  | Records
of all proceedings of shareholders for the last three years;
| | -- |  | --------------------------------------------------------------------

| | 2. |  | Records
of all proceedings of the board for the last three years;
| | -- |  | -----------------------------------------------------------------

| | 3. |  | Its
articles and all amendments currently in effect;
| | -- |  | ----------------------------------------------------

| | 4. |  | Its
by-laws and all amendments currently in effect;
| | -- |  | ---------------------------------------------------

| | 5. |  | Financial
statements required by Article 8.7 and the financial statement
for the most recent interim period prepared in the course of the operation of the
corporation for distribution to the shareholders or to a governmental agency as a matter
of public record;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. |  | Reports
made to shareholders generally within the last three years;
| | -- |  | -------------------------------------------------------------------

| | 7. |  | A
statement of the names and usual business addresses of its directors and principal
officers;
| | -- |  | ----------------------------------------------------------------------------------------------

| | 8. |  | Voting
trust agreements; and
| | -- |  | ----------------------------

| | 9. |  | Shareholder
control                     agreements.
| | -- |  | ---------------------------------------------------

8.3) Financial
Records  A corporation shall keep appropriate and complete
                    financial records.

8.4) Right to Inspect 
A shareholder, beneficial owner, or a holder of a voting trust certificate has an absolute right, upon written demand, to examine
and copy, in person or by a legal representative, during the usual hours for business, the share register and all documents
referred to in Article 8.2. A shareholder, beneficial owner, or a holder of a voting trust certificate has a right, upon written
demand, to examine and copy in person or by legal representative, other corporate records during the usual hours for business,
only if the shareholder, beneficial owner, or holder of a voting trust certificate demonstrates a proper purpose for the
examination. A proper purpose is one reasonably related to the persons interest as a shareholder, beneficial
owner, or holder of a voting trust certificate of the corporation.

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8.5) Cost
of Copies  Copies of all documents referred to in Article 8.2 shall
                    be furnished at the expense of the corporation. A copy of the most
recently                     generated share register shall be furnished at the expense
of the corporation if                     the requesting party shows a proper purpose. In
all other cases, the corporation                     may charge the requesting party a
reasonable fee to cover the expenses of                     providing the copy.

8.6) Computerized
Records  The records maintained by the corporation,                     including
its share register, financial records, and minute books, may utilize
                    any information storage technique, including, for example, punched
holes,                     printed or magnetized spots, or microimages, even though that
makes them                     illegible visually, if the records can be converted, by
machine and within a                     reasonable time, into a form that is legible
visually and whose contents are                     assembled by related subject matter
to permit convenient use by people in the                     normal course of business.
The corporation shall convert any of the records                     referred to in
Articles 8.1 and 8.2 upon the request of a person entitled to                     inspect
them, and the expense of the conversion shall be borne by the person who
                    bears the expense of copying pursuant to Article 8.5. A copy of the
conversion                     is admissible in evidence, and shall be accepted for all
other purposes, to the                     same extent as the existing or original
records would be if they were legible                     visually.

8.7) Financial
Statements  The corporation shall upon written request by a
                    shareholder stating a proper purpose therefor, furnish annual
financial                     statements, including at least a balance sheet as of the
end of each fiscal year                     and a statement of income for the fiscal
year, which shall be prepared on the                     basis of accounting methods
reasonable in the circumstances and may be                     consolidated statements of
the corporation and one or more of its subsidiaries.                     In the case of
statements audited by a public accountant, each copy shall be
                    accompanied by a report setting forth the opinion of the accountant
on the                     statements; in other cases, each copy shall be accompanied by
a statement of the                     president or other person in charge of the
corporations financial records                     stating the reasonable belief of
the person that the financial statements were                     prepared in accordance
with accounting methods reasonable in the circumstances,                     describing
the basis of presentation, and describing any respects in which the
                    financial statements were not prepared on a basis consistent with
those prepared                     for the previous year.

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ARTICLE 9

DISTRIBUTIONS

9.1)
                Distributions  The Board of Directors may authorize
distributions by the                corporation from funds legally available therefor at
such times and in such                amounts as the Board shall deem reasonable.

9.2)
                Record Date  Subject to any provisions of the Certificate of
               Incorporation, the Board of Directors may fix a date preceding the date
fixed                for the payment of any distribution or allotment of other rights as
the record                date for the determination of the shareholders entitled to
receive payment of                such distribution or allotment notwithstanding any
transfer of shares on the                books of the Corporation after such record date.

9.3)
                Restrictions  A distribution may be made to the holders of a
class or                series of shares only if:

| | 1. |  | All amounts payable to the holders of shares having a preference
for the payment of that kind of distribution are paid; and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------

| | 2. |  | The payment of the distribution does not reduce the remaining net
assets of the corporation below the aggregate preferential amount payable in the event of liquidation to the holders of shares
having preferential rights, unless the distribution is made to those shareholders in the order and to the extent of their
respective priorities.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. |  | The money or property available for distribution is insufficient
to satisfy all preferences, the distributions shall be made pro rate according to the order of priority of preferences by classes
and by series within those classes.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 10

FINANCIAL AND PROPERTY
MANAGEMENT

10.1)        Fiscal
Year  The fiscal year of the corporation shall be set by the Board           of
Directors.

10.2)       Audit
of Books and Accounts  The books and accounts of the corporation           shall be
audited at such times as may be ordered by the Board of Directors.

10.3)        Contracts
 The Board of Directors may authorize any officer or officers,           agent or
agents, to enter into any contract or execute and deliver any           instrument in the
name of and on behalf of the corporation, and such authority           may be general or
confined to specific instances.

10.4)     Checks
 All checks, drafts, or other orders for the payment of money,           notes, or
other evidences of indebtedness issued in the name of the corporation           shall be
signed by the treasurer or such other officer or officers, agent or           agents of
the corporation and in such manner as shall from time to time be           determined by
resolution of the Board of Directors.

10.5)       Deposits
 All funds of the corporation not otherwise employed shall be           deposited
from time to time to the credit of the corporation in such banks,           trust
companies, or other depositories as the Board of Directors may select.

10.6)       Voting
Securities Held by Corporation  The president or other agent           designated
by the Board of Directors, shall have full power and authority on           behalf of the
corporation to attend, act and vote at any meeting of security           holders of other
corporations in which this corporation may hold securities. At           such meeting the
president, or such other agent, shall possess and exercise any           and all rights
and powers incident to the ownership of such securities which the           corporation
might possess and exercise.

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ARTICLE 11

WAIVER OF NOTICE

Whenever
any notice whatsoever is required to be given by these By-Laws or the Certificate of
Incorporation of the corporation or any of the corporate laws of the State of Delaware, a
waiver thereof in writing, signed by the person or persons entitled to said notice, either
before, at, or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 12

AMENDMENTS

Subject
to the limitations set forth in the Delaware General Corporation Law, these By-Laws may be
amended by a vote of the majority of the whole Board of Directors at any meeting, provided
that notice of such proposed amendment shall have been included in the notice of such
meeting given to the directors.

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