**Exhibit 3.2**

BY-LAWS

of 

J.JILL, INC. 

(A Delaware Corporation) 

 

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TABLE OF CONTENTS 

 
   Page 
Article I DEFINITIONS
   1 
Article II STOCKHOLDERS
   3 
Article III DIRECTORS
   11 
Article IV COMMITTEES OF THE BOARD
   18 
Article V OFFICERS
   18 
Article VI GENERAL PROVISIONS
   20 
 
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**ARTICLE I**

**DEFINITIONS**

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

1.1 “Assistant Secretary” means an Assistant Secretaryof the Corporation. 

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

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

1.4 “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law tobe closed in the City of New York. 

1.5 “By-laws” means the By-laws of the Corporation, as amended from time to time. 

1.6 “Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, as amended from time to time(including by any Preferred Stock Designation (as defined in the Initial Certificate of Incorporation)). 

1.7 “Chairperson”means the Chairman or Chairwoman of the Board. 

1.8 “Chief Executive Officer” means the Chief Executive Officer of theCorporation. 

1.9 “Control” (including the terms “controlling,” “controlled by” and “under commoncontrol with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. 

1.10 “Corporation” means J.Jill, Inc. 

1.11 “Derivative” is defined in Section 2.2(d)(iii). 

1.12 “DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time. 

1.13 “Directors” means the directors of the Corporation. 

1.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor Law or statute, together with the rulesand regulations promulgated thereunder. 

1.15 “Initial Certificate of Incorporation” means the Certificate of Incorporation ofthe Corporation filed with the Office of the Secretary of State of the State of Delaware on February 24, 2017. 

1.16 “Law”means any U.S. or non-U.S., federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted,promulgated or applied by a governmental authority (including any department, court, agency or official, or non-governmental self-regulatory organization, agency or authority and any political subdivision or instrumentality thereof). 

1.17 “Nominating Stockholder” is defined in Section 3.3(b). 

1.18 “Notice of Business” is defined in Section 2.2(c). 

1.19 “Notice of Nomination” is defined in Section 3.3(c). 

1.20 “Notice Record Date” is defined in Section 2.4(a). 

1.21 “Office of the Corporation” means the executive office of the Corporation or any other offices at any other place or placeswhere the Corporation is qualified to do business, as the Board may establish. 

1.22 “President” means the President of theCorporation. 

1.23 “Proponent” is defined in Section 2.2(d)(i). 

1.24 “Public Disclosure” of any date or other information means disclosure thereof by a press release reported by the Dow Jones NewsServices, Associated Press or comparable U.S. national news service or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act. 

1.25 “SEC” means the Securities and Exchange Commission. 

1.26 “Secretary” means the Secretary of the Corporation. 

1.27 “Stockholder Associated Person” means, with respect to any Stockholder, (i) any other beneficial owner of stock of theCorporation that is owned by such Stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Stockholder or such beneficial owner. 

1.28 “Stockholder Business” is defined in Section 2.2(b). 

1.29 “Stockholder Information” is defined in Section 2.2(d)(iii). 

1.30 “Stockholder Nominees” is defined in Section 3.3(b). 

 
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1.31 “Stockholders” means the stockholders of the Corporation. 

1.32 “Stockholders Agreement” means the Stockholders Agreement, dated as of the closing of the initial public offering of our commonstock, by and between the Corporation and TI IV JJill Holdings, LP, as the same may be amended, restated, supplemented and/or otherwise modified, from time to time. 

1.33 “Treasurer” means the Treasurer of the Corporation. 

1.34 “Voting Commitment” is defined in Section 3.4. 

1.35 “Voting Record Date” is defined in Section 2.4(a). 

**ARTICLE II**

**STOCKHOLDERS**

2.1Place of Meetings. Meetings of Stockholders may be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, as may be designated by the Board from time to time. 

2.2 Annual Meetings; Stockholder Proposals. (a) A meeting of Stockholders for the election of Directors and other business shallbe held annually at such date and time as may be designated by the Board from time to time. 

(b) At an annual meeting of the Stockholders,only business (other than business relating to the nomination or election of Directors which is governed by Section 3.3) that has been properly brought before the Stockholder meeting in accordance with the procedures set forth in thisSection 2.2 shall be conducted. To be properly brought before a meeting of Stockholders, such business must be brought before the meeting (i) by or at the direction of the Board or any committee thereof or (ii) by a Stockholderwho (A) was a Stockholder of record of the Corporation when the notice required by this Section 2.2 is delivered to the Secretary and at the time of the meeting, (B) is entitled to vote at the meeting and (c) complies withthe notice and other provisions of this Section 2.2. Subject to Section 2.2(i), and except with respect to nominations or elections of Directors, which are governed by Section 3.3, Section 2.2(b)(ii)is the exclusive means by which a Stockholder may bring business before a meeting of Stockholders. Any business brought before a meeting in accordance with Section 2.2(b)(ii) is referred to as “Stockholder Business”.

(c) Subject to Section 2.2(i), at any annual meeting of Stockholders, all proposals of Stockholder Business must be made bytimely written notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Business”) and must otherwise be a proper matter for Stockholder action. To be timely, the Notice of Business must bedelivered personally or mailed to, and received at the Office of the Corporation, addressed to the Secretary, by no earlier than 120 days and no later than 90 

 
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days before the first anniversary of the date of the prior year’s annual meeting of Stockholders; provided, however, that if (i) the annual meeting of Stockholders isadvanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of Stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of theCorporation’s first annual meeting of Stockholders as a corporation with a class of equity securities registered under the Exchange Act, the notice by the Stockholder to be timely must be received (A) no earlier than 120 days before suchannual meeting and (B) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first made by mail or Public Disclosure. In no event shall an adjournment,postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of a Stockholder meeting commence a new time period (or extend any time period) for the giving of the Notice of Business. 

(d) The Notice of Business must set forth: 

(i) the name and record address of each Stockholder proposing Stockholder Business (the “Proponent”), as theyappear on the Corporation’s books; 

(ii) the name and address of any Stockholder Associated Person; 

(iii) as to each Proponent and any Stockholder Associated Person, (A) the class or series and number of shares of stockdirectly or indirectly held of record and beneficially by the Proponent or Stockholder Associated Person, (B) the date such shares of stock were acquired, (C) a description of any agreement, arrangement or understanding, direct orindirect, with respect to such Stockholder Business between or among the Proponent, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing, (D) a description of any agreement,arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of the Proponent’snotice by, or on behalf of, the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or anyStockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (E) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or otherrelationship pursuant to which the Proponent or any Stockholder Associated Person has a right to vote any shares of stock of the Corporation, (F) any rights to dividends on the stock of the Corporation owned beneficially by the Proponent or anyStockholder Associated Person that are separated or separable from the underlying stock of the Corporation, (G) any proportionate interest in stock of the Corporation or Derivatives held, directly or indirectly, by a limited liability companyor general or limited partnership in which the Proponent or any Stockholder Associated 

 
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Person is a member or general partner or, directly or indirectly, beneficially owns an interest in a member or general partner and (H) any performance-related fees (other than an asset-basedfee) that the Proponent or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such notice. The information specified inSection 2.2(d)(i) to (iii) is referred to herein as “Stockholder Information”; 

(iv) a representation that each Proponent is a holder of record of stock of the Corporation entitled to vote at the meeting andintends to appear in person or by proxy at the meeting to propose such Stockholder Business, 

(v) a brief description ofthe Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the language of theproposed amendment) and the reasons for conducting such Stockholder Business at the meeting; 

(vi) any material interestof each Proponent and any Stockholder Associated Person in such Stockholder Business; 

(vii) a representation as to whetherthe Proponent intends (A) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such Stockholder Business or (B) otherwise tosolicit proxies from stockholders in support of such Stockholder Business; 

(viii) all other information that would berequired to be filed with the SEC if the Proponents or Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act; and 

(ix) a representation that the Proponents shall provide any other information reasonably requested by the Corporation. 

(e) The Proponents shall also provide any other information reasonably requested by the Corporation within ten Business Days after theCorporation makes such request. 

(f) In addition, the Proponent shall affirm as true and correct the information provided to theCorporation in the Notice of Business or at the Corporation’s request pursuant to Section 2.2(e) (and shall update or supplement such information as needed so that such information shall be true and correct) as of (i) therecord date for the meeting, (ii) the date that is ten calendar days before the first anniversary date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting and(iii) the date that is the later of ten Business Days before the meeting or any adjournment or postponement thereof. Such affirmation, update and/or supplement must be delivered personally or mailed to, and received at the Office of the

 
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Corporation, addressed to the Secretary, by no later than (x) five Business Days after the applicable date specified in clause (i) or (ii) of the foregoing sentence(in the case of the affirmation, update and/or supplement required to be made as of those dates), and (y) not later than seven Business Days before the date for the meeting (in the case of the affirmation, update and/or supplement required tobe made as of ten Business Days before the meeting or any adjournment or postponement thereof). 

(g) The person presiding over the meetingshall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the procedures set forth in this Section 2.2, and if he or she should so determine, he or sheshall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. 

(h) If theProponent (or a qualified representative of the Proponent) does not appear at the meeting of Stockholders to present the Stockholder Business such business shall not be transacted, notwithstanding that proxies in respect of such vote may have beenreceived by the Corporation. For purposes of this Section 2.2, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by awriting executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliablereproduction of the writing or electronic transmission, at the meeting of Stockholders. 

(i) The notice requirements of thisSection 2.2 shall be deemed satisfied with respect to Stockholder proposals that have been properly brought under Rule 14a-8 of the Exchange Act and that are included in a proxy statement that has been prepared by the Corporation tosolicit proxies for such annual meeting. Further, nothing in this Section 2.2 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificateof Incorporation. 

2.3 Special Meetings. Special meetings of the Stockholders may be called only in the manner set forth in theCertificate of Incorporation. Notice of every special meeting of the Stockholders shall state the purpose or purposes of such meeting. Except as otherwise required by Law, the business conducted at a special meeting of Stockholders shall be limitedexclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. 

2.4 Record Date. 

(a) Forthe purpose of determining the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board may fix a record date (the“Notice Record Date”), which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 

 
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or less than ten days before the date of such meeting. The Notice Record Date shall also be the record date for determining the Stockholders entitled to vote at such meeting unless the Boarddetermines, at the time it fixes such Notice Record Date, that a later date on or before the date of the meeting shall be the date for making such determination (the “Voting Record Date”). Subject to Section 2.12, forthe purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board may fix a record date, which recorddate shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than ten days after the date on which the record date was fixed by the Board. For the purposes of determining theStockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required bythe Certificate of Incorporation or applicable Law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days prior tosuch action. 

(b) Subject to Section 2.12, if no such record date is fixed: 

(i) The record date for determining Stockholders entitled to notice of and to vote at a meeting of Stockholders shall be at theclose of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; 

(ii) The record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting(unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is required by applicable Law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken isdelivered to the Corporation in accordance with applicable Law; and when prior action by the Board is required by applicable Law, the record date for determining Stockholders entitled to express consent to corporate action in writing without ameeting shall be at the close of business on the date on which the Board takes such prior action; and 

(iii) When adetermination of Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof, unless the Board fixes anew Voting Record Date for the adjourned meeting, in which case the Board shall also fix such Voting Record Date or a date earlier than such date as the new Notice Record Date for the adjourned meeting. 

2.5 Notice of Meetings of Stockholders. Whenever under the provisions of applicable Law, the Certificate of Incorporation or theseBy-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be 

 
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given stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote atsuch meeting, the Notice Record Date and the Voting Record Date, if such date is different from the Notice Record Date, and, in the case of a special meeting, the purposes for which the meeting is called. Unless otherwise provided by these By-lawsor applicable Law, notice of any meeting shall be given, not less than ten nor more than 60 days before the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Date. If mailed, such notice shall bedeemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or other agent ofthe Corporation that the notice required by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a meeting is adjourned to another time or place, notice need not be givenof the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any business that might have been transacted at the meeting as originally called may be transacted at the adjourned meeting. If,however, the adjournment is for more than 30 days or, if after the adjournment a new Notice Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at themeeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date in accordance with Section 2.4(b)(iii) hereof and shall give notice of such adjourned meetingto each Stockholder entitled to vote at such meeting as of the Notice Record Date. 

2.6 Waivers of Notice. Whenever the giving ofany notice to Stockholders is required by applicable Law, the Certificate of Incorporation or these By-laws, a written waiver, signed by the Stockholder entitled to notice, or a waiver by electronic transmission by such Stockholder, whether beforeor after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shall constitute a waiver of notice of such meeting except when the Stockholder attends a meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or specialmeeting of the Stockholders need be specified in any waiver of notice. 

2.7 List of Stockholders. The Secretary shall prepare andmake, at least ten days before every meeting of Stockholders, a complete, alphabetical list of the Stockholders entitled to vote at the meeting, and showing the address of each Stockholder and the number of shares registered in the name of eachStockholder. Such list may be examined by any Stockholder, at the Stockholder’s expense, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, during ordinary business hours at the principal place ofbusiness of the Corporation or on a reasonably accessible electronic network as provided by applicable Law. If the meeting is to be held at a place, the list shall also 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. 

 
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If the meeting is held solely by means of remote communication, the list shall also be open for inspection asprovided by applicable Law. Except as provided by applicable Law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the list of Stockholders or to vote in person or by proxy at any meeting ofStockholders. 

2.8 Quorum of Stockholders; Adjournment. Except as otherwise provided by these By-laws, at each meeting ofStockholders, the presence in person or represented by proxy of the holders of a majority of the voting power of all outstanding shares of stock entitled to vote at the meeting of Stockholders, shall constitute a quorum for the transaction of anybusiness at such meeting. In the absence of a quorum, the holders of a majority of the voting power of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, or the personpresiding over the meeting may adjourn such meeting to another time and place. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of Directors of such othercorporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock,including but not limited to its own stock, held by it in a fiduciary capacity. 

2.9 Voting; Proxies. At any meeting ofStockholders, all matters other than the election of directors, except as otherwise provided by the Certificate of Incorporation, these By-laws or any applicable Law, shall be decided by the affirmative vote of a majority of the voting power ofshares of stock present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect. Each Stockholder entitled to vote at ameeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy expressly provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in Law to support an irrevocable power. AStockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new duly authorized proxy bearing a later date. 

2.10 Voting Procedures and Inspectors at Meetings of Stockholders. The Board, in advance of any meeting of Stockholders, shall appointone or more inspectors, who may be employees of the Corporation, to act at the meeting and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectoror alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfullyto execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall 

 
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(a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting and the validity of proxies and ballots, (c) countall votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented atthe meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of theopening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocationthereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a Stockholder shall determine otherwise. In determining the validity and countingof proxies and ballots cast at any meeting of Stockholders, the inspectors may consider such information as is permitted by applicable Law. No person who is a candidate for office at an election may serve as an inspector at such election. 

2.11 Conduct of Meetings; Adjournment. The Board may adopt such rules and procedures for the conduct of Stockholder meetings as itdeems appropriate. At each meeting of Stockholders, the President or, in the absence of the President, the Chairperson or, if the Chairperson is absent, any officer of the Corporation designated by the Board, shall preside over the meeting. Exceptto the extent inconsistent with the rules and procedures as adopted by the Board, the person presiding over the meeting of Stockholders shall have the right and authority to convene, adjourn and reconvene the meeting from time to time, to prescribesuch additional rules and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules and procedures, whether adopted by the Board or prescribed by the person presidingover the meeting, may include, (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on attendance at orparticipation in the meeting to Stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine, (d) restrictions on entry to the meetingafter the time fixed for the commencement thereof and (e) limitations on the time allotted to questions or comments by participants. The order of business at all meetings of Stockholders shall be as determined by the person presiding over themeeting. The person presiding over any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, may determine and declare to the meeting that a matter or business was not properlybrought before the meeting and if such presiding person should so determine, he or she shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to theextent determined by the Board or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The Secretary or, in his or her absence, one of the AssistantSecretaries, shall act as secretary of the meeting. If none of the officers above designated to act as the person presiding over the meeting or as secretary of the meeting 

 
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shall be present, a person presiding over the meeting or a secretary of the meeting, as the case may be, shall be designated by the Board and, if the Board has not so acted, in the case of thedesignation of a person to act as secretary of the meeting, such secretary of the meeting shall be designated by the person presiding over the meeting. 

2.12 Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits action tobe taken at any annual or special meeting of Stockholders without a meeting, without prior notice and without a vote, then a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stockhaving 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 and shall be delivered (by hand or by certified or registeredmail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetingsof Stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days ofthe earliest dated consent delivered in the manner required by this Section 2.12, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable Law, be given to those Stockholders who have not consented in writing, and who, if the action had been taken at a meeting, wouldhave been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. 

**ARTICLE III**

**DIRECTORS**

3.1General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these By-laws orapplicable Law, as it may deem proper for the conduct of its meetings and the management of the Corporation. 

3.2 Number; Term ofOffice. The Board shall consist of three to twenty members, the number thereof to be determined in accordance with the Certificate of Incorporation. Subject to the Stockholders Agreement (as long as such agreement is in effect), each Directorshall hold office until a successor is duly elected and qualified or until the Director’s earlier death, resignation, disqualification or removal. 

3.3 Nominations of Directors. (a) Subject to Section 3.3(k) and the Stockholders Agreement and except as otherwiseprovided by the Stockholders Agreement, only persons who are nominated in accordance with the procedures set forth in this Section 3.3 are eligible for election as Directors. 

 
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(b) Nominations of persons for election to the Board may only be made at a meeting properlycalled for the election of Directors and only (i) by or at the direction of the Board or any committee thereof or (ii) by a Stockholder who (A) was a Stockholder of record of the Corporation when the notice required by thisSection 3.3 is delivered to the Secretary and at the time of the meeting, (B) is entitled to vote for the election of Directors at the meeting and (C) complies with the notice and other provisions of thisSection 3.3. Subject to Section 3.3(k) and the Stockholders Agreement, Section 3.3(b)(ii) is the exclusive means by which a Stockholder may nominate a person for election to the Board. Persons nominated inaccordance with Section 3.3(b)(ii) are referred to as “Stockholder Nominees”. A Stockholder nominating persons for election to the Board is referred to as the “Nominating Stockholder”. 

(c) Subject to Section 3.3(k) and the Stockholders Agreement, all nominations of Stockholder Nominees must be made by timelywritten notice given by or on behalf of a Stockholder of record of the Corporation (the “Notice of Nomination”). To be timely, the Notice of Nomination must be delivered personally or mailed to and received at the Office of theCorporation, addressed to the attention of the Secretary, by the following dates: 

(i) in the case of the nomination of aStockholder Nominee for election to the Board at an annual meeting of Stockholders, no earlier than 120 days and no later than 90 days before the first anniversary of the date of the prior year’s annual meeting of Stockholders; provided,however, that if (A) the annual meeting of Stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of Stockholders, (B) no annualmeeting was held during the prior year or (C) in the case of the Corporation’s first annual meeting of Stockholders as a corporation with a class of equity security registered under the Exchange Act, the notice by the Stockholder to betimely must be received (1) no earlier than 120 days before such annual meeting and (2) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first madeby mail or Public Disclosure; and 

(ii) in the case of the nomination of a Stockholder Nominee for election to the Board ata special meeting of Stockholders, no earlier than 120 days before and no later than the later of 90 days before such special meeting and the tenth day after the day on which the notice of such special meeting was first made by mail or PublicDisclosure. 

(d) Notwithstanding anything to the contrary, if the number of Directors to be elected to the Board at a meeting ofStockholders is increased and there is no Public Disclosure by the Corporation naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, a Notice of Nominationshall also be considered timely, but only with respect to 

 
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nominees for the additional directorships, if it shall be delivered personally and received at the Office of the Corporation, addressed to the attention of the Secretary, no later than the closeof business on the tenth day following the day on which such Public Disclosure is first made by the Corporation. 

(e) In no event shall anadjournment, postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of an annual or special meeting commence a new time period (or extend any time period) for the giving of the Notice of Nomination. 

(f) The Notice of Nomination shall set forth: 

(i) the Stockholder Information with respect to each Nominating Stockholder and Stockholder Associated Person (except thatreferences to the “Proponent” in Section 2.2(d)(i) to (iii) shall instead refer to the “Nominating Stockholder” for purposes of this Section 3.3(f)(i)); 

(ii) a representation that each Stockholder nominating a Stockholder Nominee is a holder of record of stock of the Corporationentitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination; 

(iii) all information regarding each Stockholder Nominee and Stockholder Associated Person that would be required to bedisclosed in a solicitation of proxies subject to Section 14 of the Exchange Act; 

(iv) the written consent of eachStockholder Nominee to being named in a proxy statement as a nominee and to serve if elected and a completed signed questionnaire, representation and agreement required by Section 3.4; 

(v) a description of all direct and indirect compensation and other material monetary agreements, arrangements andunderstandings during the past three years, and any other material relationships, between or among a Nominating Stockholder, Stockholder Associated Person or their respective associates, or others acting in concert therewith, including allinformation that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Nominating Stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” forpurposes of such rule and the Stockholder Nominee were a director or executive of such registrant; 

(vi) a representationas to whether the Nominating Stockholders intends (A) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination or(B) otherwise to solicit proxies from stockholders in support of such nomination; 

 
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(vii) all other information that would be required to be filed with the SEC ifthe Nominating Stockholders and Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act; and 

(viii) a representation that the Nominating Stockholders shall provide any other information reasonably requested by theCorporation. 

(g) The Nominating Stockholders shall also provide any other information reasonably requested by the Corporation within tenBusiness Days after the Corporation makes such request. 

(h) In addition, the Nominating Stockholder shall affirm as true and correct theinformation provided to the Corporation in the Notice of Nomination or at the Corporation’s request pursuant to Section 3.3(g) (and shall update or supplement such information as needed so that such information shall be true andcorrect) as of (i) the record date for the meeting, (ii) the date that is ten calendar days before the first anniversary date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’sannual meeting (in the case of an annual meeting) or 50 days before the date of the meeting (in the case of a special meeting) and (iii) the date that is ten Business Days before the date of the meeting or any adjournment or postponementthereof. Such affirmation, update and/or supplement must be delivered personally or mailed to, and received at the Office of the Corporation, addressed to the Secretary, by no later than (1) five Business Days after the applicable datespecified in clause (i) or (ii) of the foregoing sentence (in the case of the affirmation, update and/or supplement required to be made as of those dates), and (2) not later than seven Business Days before the date forthe meeting (in the case of the affirmation, update and/or supplement required to be made as of ten Business Days before the meeting or any adjournment or postponement thereof). 

(i) The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that the nomination was not madein accordance with the procedures set forth in this Section 3.3, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. 

(j) If the Stockholder (or a qualified representative of the Stockholder) does not appear at the applicable Stockholder meeting to nominatethe Stockholder Nominees, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 3.3, to be considered a qualified representativeof the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for suchStockholder as proxy at the meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Stockholders. 

 
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(k) Nothing in this Section 3.3 shall be deemed to affect any rights of the holdersof any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation. 

3.4Nominee Qualifications. Unless the Board determines otherwise or the Stockholders Agreement provides otherwise (as long as such agreement is in effect), to be eligible to be a nominee for election or reelection as a Director, the StockholderNominee must deliver (in accordance with the time periods prescribed for delivery of notice under Section 3.3) to the Secretary at the Office of the Corporation (a) a completed and signed written questionnaire with respect to thebackground and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation andagreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, anyperson or entity as to how such person will act or vote as a Director on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interferewith such person’s ability to comply with such person’s fiduciary duties as a Director under applicable Law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other thanthe Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein and (iii) will comply with all applicable publiclydisclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading and other policies and guidelines of the Corporation that are applicable to Directors and (b) such person’s written consent to beingnamed as a Stockholder Nominee and to serving as a Director if elected; provided, however, that notwithstanding anything in these By-laws to the contrary, unless the Stockholder Agreement provides otherwise (as long as such agreementis in effect), the provisions of this Section 3.4 shall not apply to any Director nominated pursuant to the terms of the Stockholders Agreement. 

3.5 Newly Created Directorships and Vacancies. Subject to the Stockholders Agreement and the rights of holders of any series ofpreferred stock to elect Directors under specific circumstances, any newly created directorships resulting from an increase in the authorized number of Directors and any vacancies occurring in the Board, may be filled solely by the affirmative votesof a majority of the remaining members of the Board, although less than a quorum, or a sole remaining Director. A Director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the Director whom heor she has replaced, a successor is elected and qualified or the Director’s death, resignation, disqualification or removal. 

3.6Resignation. Any Director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is thereinspecified, and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective. 

 
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3.7 Compensation. Each Director, in consideration of his or her service as such, shall beentitled to receive from the Corporation such amount per annum or such fees (payable in cash or equity) for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonableout-of-pocket expenses, if any, incurred by such Director in connection with the performance of his or her duties. Each Director who shall serve as a member of any committee of Directors in consideration of serving as such shall be entitled to suchadditional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable out-of-pocket expenses, if any, incurred by such Director in theperformance of his or her duties. Nothing contained in this Section 3.7 shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor. 

3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such times and at such places within or without theState of Delaware as may be determined from time to time by the Board or its Chairperson. 

3.9 Special Meetings. Special meetingsof the Board may be held at such times and at such places within or without the State of Delaware as may be determined by the Chairperson or the President on at least 24 hours’ notice to each Director given by one of the means specified inSection 3.12 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the Chairperson, President or Secretary in like manner and on like notice on the written request of anytwo or more Directors. 

3.10 Telephone Meetings. Board or Board committee meetings may be held by means of telephone conference orother communications equipment by means of which all persons participating in the meeting can hear each other. Participation by a Director in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

3.11 Adjourned Meetings. A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whetheror not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment;provided, however, that notice of the adjourned meeting need not be given if (a) the adjournment is for 24 hours or less and (b) the time, place, if any, and means of remote communication, if any, are announced at the meetingat which the adjournment is taken. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called. 

3.12 Notice Procedure. Subject to Sections 3.9 and 3.13 hereof, whenever notice is required to be given to anyDirector by applicable Law, the Certificate 

 
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of Incorporation or these By-laws, such notice shall be deemed given effectively if given in person or by telephone, mail or electronic mail addressed to such Director at such Director’saddress or email address, as applicable, as it appears on the records of the Corporation, telecopy or by other means of electronic transmission. 

3.13 Waiver of Notice. Whenever the giving of any notice to Directors is required by applicable Law, the Certificate of Incorporationor these By-laws, a written waiver signed by the Director, or a waiver by electronic transmission by such Director, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a Director at a meeting shallconstitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully calledor convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board or committee meeting need be specified in any waiver of notice. 

3.14 Organization. At each meeting of the Board, the Chairperson or, in his or her absence, another Director selected by the Boardshall preside. The Secretary shall act as secretary at each meeting of the Board. If the Secretary is absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from anysuch meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting. 

3.15 Quorum of Directors. The presence of a majority of the total number of Directors then in office shall be necessary and sufficientto constitute a quorum for the transaction of business at any meeting of the Board; provided, however, that in no case shall a quorum consist of less than one-third of the total number of Directors that the Corporation would have ifthere were no vacancies on the Board. 

3.16 Action by Majority Vote. Except as otherwise expressly required by these By-laws or theCertificate of Incorporation, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board; provided, that to the extent one or more Directors recuses himself or herself from an act,the act of a majority of the remaining Directors then in office shall be the act of the Board. 

3.17 Action Without Meeting. Unlessotherwise restricted by these By-laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consentthereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. 

 
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**ARTICLE IV**

**COMMITTEES OF THE BOARD**

The provisions of this Article IV shall be subject in all respects to the terms of the Stockholders Agreement (so long as suchStockholders Agreement remains in effect). The Board may designate one or more committees in accordance with Section 141(c) of the DGCL. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorizednumber of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Eachcommittee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules andprocedures each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article III. 

**ARTICLE V**

**OFFICERS**

5.1Positions; Election. The officers of the Corporation shall be a Chairperson, Chief Executive Officer, President, Secretary, Treasurer and any other officers as the Board may elect from time to time, who shall exercise such powers and performsuch duties as shall be determined by the Board from time to time. Any number of offices may be held by the same person. 

5.2 Term ofOffice. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualifies or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice tothe Corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any. Anyofficer may be removed at any time with or without cause by the Board. Any vacancy occurring in any office of the Corporation may be filled by the Board. The election or appointment of an officer shall not of itself create contract rights. 

5.3 Chairperson. The Chairperson shall preside at all meetings of the Board and shall exercise such powers and perform such otherduties as shall be determined from time to time by the Board. 

5.4 Chief Executive Officer. The Chief Executive Officer shall havegeneral supervision over, and direction of, the business and affairs of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of the Board. The Chief Executive Officer shall preside at all meetings ofthe Stockholders and 

 
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at all meetings of the Board at which the Chairperson and the Vice Chairperson (if there be one) are not present. The Chief Executive Officer may sign and execute in the name of the Corporationdeeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by resolution of the Board or by these By-laws to some other officer or agent of the Corporation, orshall be required by applicable Law otherwise to be signed or executed and, in general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer of a corporation and such other duties as may bedetermined from time to time by the Board. 

5.5 President. The President shall have general supervision over the business of theCorporation and other duties incident to the office of President, and any other duties as may from time to time be assigned to the President by the Chief Executive Officer (if the President and Chief Executive Officer are not the same person) or theBoard and subject to the control of the Chief Executive Officer (if the President and Chief Executive Officer are not the same person) and the Board in each case. The President may sign and execute in the name of the Corporation deeds, mortgages,bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by applicableLaw otherwise to be signed or executed. 

5.6 Secretary. The Secretary shall attend all meetings of the Board and of theStockholders, record all the proceedings of the meetings of the Board and of the Stockholders in a book to be kept for that purpose and perform like duties for committees of the Board, when required. The Secretary shall give, or cause to be given,notice of all special meetings of the Board and of the Stockholders and perform such other duties as may be prescribed by the Board, the Chief Executive Officer or the President. The Secretary shall have custody of the corporate seal of theCorporation, and the Secretary or an Assistant Secretary, shall have authority to affix the same on any instrument that may require it, and when so affixed, the seal may be attested by the signature of the Secretary or by the signature of suchAssistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instrumentssigned by the President, the Chief Executive Officer or any other officer of the Corporation. The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, see that the reports,statements and other documents required by applicable Law are properly kept and filed and, in general, perform all duties incident to the office of secretary of a corporation and such other duties as may from time to time be assigned to theSecretary by the Board, the Chief Executive Officer or the President. 

5.7 Treasurer. The Treasurer shall have charge and custodyof, and be responsible for, all funds, securities and notes of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to thecredit of the 

 
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Corporation in such depositaries as may be designated by the Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporationsigned in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly enter or cause to be entered in books or other records maintained for the purpose full and adequateaccount of all moneys received or paid for the account of the Corporation, have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions ofthe Corporation from the officers or agents transacting the same, render to the Chief Executive Officer, President or the Board, whenever the Chief Executive Officer, President or the Board shall require the Treasurer so to do, an account of thefinancial condition of the Corporation and of all financial transactions of the Corporation, disburse the funds of the Corporation as ordered by the Board and, in general, perform all duties incident to the office of Treasurer of a corporation andsuch other duties as may from time to time be assigned to the Treasurer by the Board, the Chief Executive Officer or the President. 

5.8Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board, the Chief ExecutiveOfficer or the President. 

**ARTICLE VI**

**GENERAL PROVISIONS**

6.1 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates or all of such sharesshall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. If shares are represented by certificates, such certificates shall be in the form approved by the Board.The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agentor registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effectas if such officer, transfer agent or registrar were still such at the date of its issue. 

6.2 Transfer and Registry Agents. TheCorporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board. 

6.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in the place of any certificatetheretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the 

 
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lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the allegedloss, theft or destruction of any such certificate or the issuance of such new certificate. 

6.4 Form of Records. Any recordsmaintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can beconverted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable Law. 

6.5 Seal. The Corporation may have a corporate seal, which shall be in such form as may be approved from time to time by the Board. Theseal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. 

6.6 Fiscal Year. Thefiscal year of the Corporation shall be determined by the Board. 

6.7 Amendments. These By-laws may be altered, amended or repealedin accordance with the Certificate of Incorporation and the DGCL, subject to the Stockholders Agreement (as long as such agreement is in effect). 

6.8 Conflict with Applicable Law or Certificate of Incorporation. These By-laws are adopted subject to any applicable Law and theCertificate of Incorporation. Whenever these By-laws may conflict with any applicable Law or the Certificate of Incorporation, such conflict shall be resolved in favor of such Law or the Certificate of Incorporation. 

 
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