**Exhibit 3.2**

**BY-LAWS**

**OF**

**XPLORE TECHNOLOGIES CORP.**

**(the “*Corporation*”)**

# **ARTICLE I****STOCKHOLDERS**

## SECTION 1.1            Placeof Meeting.  Meetings of thestockholders of the Corporation shall be held at such place either within orwithout the State of Delaware as the Board of Directors may determine.

## SECTION 1.2            AnnualMeetings.

### (a)           Annual meetings ofstockholders shall be held, at a date, time and place fixed by the Board ofDirectors and stated in the notice of meeting, to elect a Board of Directorsand to transact such other business as may properly come before the meeting.

### (b)           Nominations of persons for election to theBoard of Directors of the Corporation and the proposal of business to beconsidered by the stockholders may be made at an annual meeting of stockholders(i) pursuant to the Corporation’s notice with respect to such meeting, (ii) byor at the direction of the Board of Directors, or (iii) by any stockholder ofrecord of the Corporation who is entitled to vote at the meeting, who complieswith the notice procedures set forth in subsections (c) and (d) of this Section1.2 and who was a stockholder of record at the time such notice is delivered tothe Secretary of the Corporation.

### (c)           For nominations or other business to beproperly brought before an annual meeting by a stockholder pursuant to clause(iii) of Section 1.2(b), (i) the stockholder must have given timely noticethereof in writing to the Secretary of the Corporation; (ii) in the case ofbusiness other than nominations, such other business must be a proper matterfor stockholder action; (iii) if the stockholder, or the beneficialowner on whose behalf any such proposal or nomination is made, has provided theCorporation with a Solicitation Notice (as that term is defined herein), suchstockholder or beneficial owner must, in the case of a proposal, have delivereda proxy statement and form of proxy to holders of at least the percentage ofthe Corporation’s voting shares required under applicable law to carry any suchproposal, or, in the case of a nomination or nominations, have delivered aproxy statement and form of proxy to holders of a percentage of the Corporation’svoting shares reasonably believed by such stockholder or beneficial holder tobe sufficient to elect the nominee or nominees proposed to be nominated by suchstockholder, and must, in either case, have included in such materials theSolicitation Notice; and (iv) if no Solicitation Notice relating thereto hasbeen timely provided pursuant to this Section 1.2, the stockholder or beneficialowner proposing such business or nomination must not have solicited a number ofproxies sufficient to have required the delivery of such a Solicitation Noticeunder this Section 1.2. To be timely, astockholder’s notice must be delivered to the Secretary of the Corporation atthe principal executive offices of the Corporation not fewer than 45 days normore than 75 days prior to the first anniversary of the date on which theCorporation first mailed its proxy materials for the preceding year’s annualmeeting; 

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### provided, that in the eventthat the date of the annual meeting is more than 30 days before or delayed bymore than 30 days after such anniversary date, notice by the stockholder to betimely must be so delivered not later than the close of business on the laterof (i) the 90th day prior to such annual meeting or (ii) the 10th day followingthe day on which public announcement of the date of such meeting is first made.In no event shall the adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice as described above. Suchstockholder’s notice shall set forth (i) as to each person whom the stockholderproposes to nominate for election or re-election as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (the “*Exchange Act*”) andRule 14a-11 thereunder, or any successor provisions, including such person’swritten consent to being named in the proxy statement as a nominee and toserving as a director if elected; (ii) as to any other business that thestockholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the reasons for conductingsuch business at the meeting and any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (iii) as to the stockholder giving the notice and the beneficialowner, if any, on whose behalf the nomination or proposal is made (A) the nameand address of such stockholder, as they appear on the Corporation’s books, andof such beneficial owner, (B) the class and number of shares of the Corporationwhich are owned beneficially and of record by such stockholder and suchbeneficial owner, and (C) whether either such stockholder or beneficialowner intends to deliver a proxy statement and form of proxy to holders of, inthe case of a proposal, at least the percentage of the Corporation’s votingshares required under applicable law to carry the proposal or, in the case of anomination or nominations, a sufficient number of holders of the Corporation’svoting shares to elect such nominee or nominees (an affirmative statement ofsuch intent, a “*Solicitation Notice*”).

### (d)           Notwithstandinganything in the second sentence of Section 1.2(c) to the contrary, in the eventthat the number of directors to be elected to the Board of Directors of theCorporation is increased and there is no public announcement naming all of thenominees for director or specifying the size of the increased Board ofDirectors made by the Corporation at least eighty days prior to the firstanniversary of the preceding year’s annual meeting, a stockholder’s noticerequired by these By-Laws shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shallbe delivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the tenth day following theday on which such public announcement is first made by the Corporation.

## SECTION 1.3            SpecialMeetings.

### (a)           Special meetings ofstockholders of the Corporation may be called only by the Board of Directorsacting pursuant to a resolution approved by a majority of the Whole Board. Forpurposes of these By-Laws, the term “*WholeBoard*” shall mean the total number of authorized directors whetheror not there exist any vacancies in previously authorized directorships.  The Board of Directors may postpone orreschedule any previously scheduled special meeting.

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### (b)           Only such business as shall have been broughtbefore the special meeting of the stockholders pursuant to the Corporation’snotice of meeting pursuant to Section 1.4 of these By-Laws shall be conductedat such meeting. Nominations of persons for election to the Board ofDirectors may be made at a special meeting of stockholders at which directorsare to be elected pursuant to the Corporation’s notice of meeting (i) by or atthe direction of the Board of Directors or (ii) by any stockholder of record ofthe Corporation who is a stockholder of record at the time of giving of noticeprovided for in this Section 1.3, who shall be entitled to vote at the meetingand who complies with the notice procedures set forth in Section 1.2.Nominations by stockholders of persons for election to the Board of Directorsmay be made at such a special meeting of stockholders if the stockholder’snotice required by Section 1.2 shall be delivered to the Secretary at theprincipal executive offices of the Corporation not later than the close ofbusiness on the later of the 90th day prior to such special meeting or the 10thday following the day on which public announcement is first made of the date ofthe special meeting and of the nominees proposed by the Board of Directors tobe elected at such meeting. Notwithstanding the foregoing provisions of thisSection 1.3, a stockholder shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respect tomatters set forth in this Section 1.3. Nothing in this Section 1.3 shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule 14a-8 under the ExchangeAct.

## SECTION 1.4            Noticeof Meetings; Waiver.

### (a)           Except as otherwiseprovided herein or required by law, the Secretary of the Corporation or anyAssistant Secretary shall cause written notice of the place, if any, date andtime of each meeting of the stockholders and the means of remotecommunications, if any, by which stockholders and proxyholders may be deemed tobe present in person and vote at such meeting, and, in the case of a specialmeeting, the purpose or purposes for which such meeting is called, to be givennot fewer than ten nor more than sixty days prior to the meeting, to eachstockholder of record entitled to vote at such meeting. If such notice ismailed, it shall be deemed to have been given when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at his or her addressas it appears on the record of stockholders of the Corporation or, if a stockholdershall have filed with the Secretary of the Corporation a written request thatnotices to such stockholder be mailed to some other address, then directed tosuch stockholder at such other address. Without limiting the manner by whichnotice otherwise may be given effectively to stockholders, any notice tostockholders may be given by electronic transmission in the manner provided inSection 232 of the Delaware General Corporation Law.

### (b)           A written waiver ofany notice of any annual or special meeting signed by the person entitled tonotice, or a waiver by electronic transmission by the person entitled tonotice, whether given before or after the time of the event for which notice isto be given, shall be deemed the equivalent of notice. Neither the business tobe transacted at nor the purpose of any annual or special meeting of thestockholders need be specified in such a waiver of notice. Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business on the ground thatthe meeting is not lawfully called or convened.

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## SECTION 1.5            Quorum;Adjournment.

### (a)           Unless or except tothe extent that the presence of a larger number may be required by law, at anymeeting of stockholders the presence, in person or by proxy, of the holders ofrecord of capital stock representing a majority of the votes entitled to becast at such meeting shall constitute a quorum for the transaction of anybusiness. When a quorum is once present to organize a meeting, it is not brokenby the subsequent withdrawal of any stockholders. Where a separate vote by aclass or classes or series is required, a majority of the voting power of theshares of such class or classes or series present in person or represented byproxy shall constitute a quorum entitled to take action with respect to thatvote on that matter.

### (b)           In the absence of aquorum, the Chairman of the meeting shall have power to adjourn the meetingfrom time to time until a quorum is present. Notice of any adjourned meeting ofstockholders of the Corporation need not be given if the place, date and timethereof are announced at the meeting at which the adjournment is taken;provided, however, that if the adjournment is for more than thirty days, or ifafter the adjournment a new record date for the adjourned meeting is fixedpursuant to Section 1.10 of these By-Laws, a notice of the adjourned meeting,conforming to the requirements of Section 1.4 of these By-Laws, shall be givento each stockholder of record entitled to vote at such meeting. At an adjournedmeeting, any business may be transacted that might have been transacted on theoriginal date of the meeting.

## SECTION 1.6            Voting.  Except as otherwise required by law or by theCertificate of Incorporation, all elections shall be determined by a pluralityof the votes cast and all other matters submitted to a meeting of stockholdersshall be decided by a majority of the votes cast affirmatively or negatively.

## SECTION 1.7            Proxies.  Any stockholder entitled to vote at anymeeting of the stockholders may authorize another person or persons to vote atany such meeting and express such vote on behalf of him or her by proxy. Astockholder may authorize a valid proxy by a transmission permitted by law orby executing a written instrument signed by such stockholder filed inaccordance with the procedure established for the meeting. No such proxy shallbe voted or acted upon after the expiration of three years from the date ofsuch proxy, unless such proxy provides for a longer period. Any copy, facsimiletelecommunication or other reliable reproduction of the writing or transmissioncreated pursuant to this Section 1.7 may be substituted or used in lieu of theoriginal writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that such copy,facsimile telecommunication or other reproduction shall be a completereproduction of the entire original writing or transmission.

## SECTION 1.8            Organization;Procedure. At every meeting of stockholders the presiding officer shall bean officer chosen by the Board of Directors or, in the absence of such aperson, the Chairman of the Board or, in the event of his or her absence, theChief Executive Officer. The order of business and all other matters ofprocedures of procedure may be determined by such presiding officer. TheChairman shall have the power to adjourn the meeting to another place, if any,date and time. The Secretary of the Corporation or, in the event of his or herabsence, an Assistant Secretary or such person as the Chairman of the meetingappoints, shall act as secretary of the meeting.

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## SECTION 1.9            StockholderAction By Written Consent.

### (a)           Unless otherwiseprovided in the Certificate of Incorporation, any action which may be taken orrequired to be taken at any annual or special meeting of stockholders, may betaken without a meeting, without prior notice and without a vote, if a consentin writing, setting forth the action so taken, shall be signed by the holdersof outstanding stock having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted. Prompt notice of thetaking of the corporate action without a meeting by less than unanimous writtenshall be given to those stockholders who have not consented in writing.

### (b)           In order that theCorporation may determine the stockholders entitled to consent to corporateaction in writing without a meeting (including by telegram, cablegram or otherelectronic transmission as permitted by law), the Board of Directors may fix arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich date shall not be more than 10 days after the date upon which theresolution fixing the record date is adopted by the Board of Directors. Anystockholder of record seeking to have the stockholders authorize or takecorporate action by consent shall, by written notice to the Secretary, requestthe Board of Directors to fix a record date. The Board of Directors shallpromptly, but in all events within 10 days after the date on which such arequest is received, adopt a resolution fixing the record date (unless a recorddate has previously been fixed by the Board of Directors pursuant to the firstsentence of this Section 1.9(b)). If no record date has been fixed by the Boardof Directors within 10 days of the date on which such a request is received,the record date for determining stockholders entitled to consent to corporateaction without a meeting, when no prior action by the Board of Directors isrequired by applicable law, shall be the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is delivered tothe Corporation by delivery to its registered office in the State of Delaware,its principal place of business, or any officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail, return receipt requested.  If no record date has been fixed by the Boardof Directors and prior action by the Board of Directors is required byapplicable law, the record date for determining stockholders entitled toconsent to corporate action without a meeting shall be at the close of businesson the date on which the Board of Directors adopts the resolution taking suchprior action.

## SECTION 1.10          RecordDate.  In order to determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, the Board of Directors may, except as otherwiserequired by law, fix a record date, which record date shall not precede thedate on which the resolution fixing the record date is adopted by the Board ofDirectors, and which shall not be more than sixty nor fewer than ten daysbefore the date of such meeting. A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided; however, that the Board of Directorsmay fix a new record date for the adjourned meeting. In order that theCorporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights of the stockholdersentitled to exercise any rights in respect of any change, conversion orexchange of stock, or for the purpose of any other lawful action, the Board 

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## of Directorsmay, except as otherwise required by law, fix a record date, which record dateshall not precede the date on which the resolution fixing the record date isadopted by the Board of Directors, and which shall not be more than sixty daysprior to such action. If no record date is fixed by the Board of Directors, therecord date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day nextpreceding the day on which notice is given or, if notice is waived, at theclose of business on the day next preceding the day on which the meeting isheld, and, for determining stockholders entitled to receive payment of anydividend or other distribution or allotment of rights or to exercise any rightsof change, conversion or exchange of stock or for any other purpose, the recorddate shall be at the close of business on the day on which the Board ofDirectors adopts a resolution relating thereto.

## SECTION 1.11          StockholderList.  The Corporation shall prepareand make, at least ten days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder for any purpose germane to the meetingduring ordinary business hours, for a period of at least ten days prior to themeeting in the manner provided by law. The list shall also be produced and keptat the time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

## SECTION 1.12          Inspectorsof Elections.  Preceding any meetingof the stockholders, the Board of Directors shall appoint one or more personsto act as Inspectors of Elections, and may designate one or more alternateinspectors. In the event that no inspector or alternate is able to act, theperson presiding at the meeting shall appoint one or more inspectors to act atthe meeting. Each inspector, before entering upon the discharge of the dutiesof an inspector, shall take and sign an oath to faithfully execute the dutiesof inspector with strict impartiality and according to the best of his or herability.

## SECTION 1.13          General.

### (a)           Only persons who are nominated in accordancewith the procedures set forth in these By-Laws shall be eligible to serve asdirectors and only such business shall be conducted at a meeting ofstockholders as shall have been brought before the meeting in accordance withthe procedures set forth in these By-Laws. Except as otherwise provided by law,the Certificate of Incorporation or these By-Laws, the Chairman of the meetingshall have the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made in accordance with theprocedures set forth in these By-Laws and, if any proposed nomination orbusiness is not in compliance with these By-Laws, to declare that suchdefective nomination or proposal shall be disregarded.

### (b)           For purposes of these By-Laws, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

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### (c)           Notwithstanding the foregoing provisions ofthese By-Laws, a stockholder shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respect tothe matters set forth in these By-Laws. Nothing in these By-Laws shall bedeemed to affect any substantive rights of (i) stockholders to requestinclusion of proposals in the Corporation’s proxy statement pursuant to Rule14a-8 under the Exchange Act, or (ii) the holders of any series of theCorporation’s Preferred Stock, if any, to elect directors if so provided underthe Certificate of Incorporation or any applicable Preferred Stock Certificateof Designations (as defined in the Certificate of Incorporation).

# **ARTICLEII****BOARD OF DIRECTORS**

## SECTION 2.1            Powers.Except as may otherwise be required by law or the Certificate of Incorporation,the property, affairs and business of the Corporation shall be managed by orunder the direction of the Board of Directors and the Board of Directors mayexercise all the powers of the Corporation.

## SECTION 2.2            Numberof Directors. The number of directors shall be fixed from time to timeexclusively pursuant to a resolution adopted by a majority of the Whole Board;provided, however, that the Board of Directors shall at no time consist offewer than three and no more than nine directors.

## SECTION 2.3            Electionof Directors. At each annual meeting of stockholders, directors shall beelected to serve until the next annual meeting and until their respectivesuccessors are elected and qualified, or until the earlier of their death,resignation or removal.

## SECTION 2.4            Vacancies;Removal of Directors.  Subject to therights of the holders of any series of Preferred Stock then outstanding,vacancies and newly created directorships resulting from any increase in thenumber of directors shall be filled pursuant to the terms of the Certificate ofIncorporation. Directors may be removed, with or without cause, by theaffirmative vote of the holders of a majority of the voting power of all sharesof the Corporation entitled to vote at an election of directors, voting as asingle class; provided, that Series A Directors (as that term is defend in theCertificate of Incorporation) may only be removed with or without cause by theaffirmative vote of the holders of a majority of the Corporation’s Series AConvertible Preferred Stock entitled to vote at an election of directors.

## SECTION 2.5            Chairmanof the Board. The directors shall elect from among the members of the Boarda “Chairman of the Board.” The Chairman of the Board shall be deemed an officerof the Corporation and shall have such duties and powers as set forth in theseBy-Laws or as shall otherwise be conferred upon the Chairman of the Board fromtime to time by the Board of Directors. The Chairman of the Board shall, ifpresent, preside over all meetings of stockholders and the Board of Directors.

## SECTION 2.6            Meetings.

### (a)           Regular meetings ofthe Board of Directors shall be held at such times and places as may from timeto time be fixed by the Board of Directors or as may be specified in a noticeof meeting.

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### (b)           Special meetings ofthe Board of Directors may be held at any time upon the call of the Chairman ofthe Board or the Chief Executive Officer and shall be called by the ChiefExecutive Officer, Secretary, Assistant Secretary or any other executiveofficer if directed by a majority of the directors then in office.

### (c)           A meeting of theBoard of Directors may be held without notice immediately after the annualmeeting of the stockholders. Notice need not be given of regular meetings ofthe Board of Directors.

## SECTION 2.7            Noticeof Meeting. It shall be sufficient notice to a director to send notice (i)by mail at least 72 hours before the meeting addressed to such person at hisusual or last known business or residence address, or (ii) in person, bytelephone, facsimile transmission or electronic transmission at least 24 hoursbefore the meeting. The requirement of notice to any director may be waived bya waiver of notice, executed or otherwise given by such person before or afterthe meeting or meetings, and filed with the records of the meeting, or byattendance at the meeting without protesting prior thereto or at its commencementthat such meeting was not lawfully called or convened. A notice or waiver ofnotice of a directors’ meeting need not specify the purposes of the meeting.

## SECTION 2.8            Quorum.  A majority of the total number of the WholeBoard shall constitute a quorum for the transaction of business. If a quorum isnot present at any meeting of the Board of Directors, the directors present mayadjourn the meeting from time to time, without notice other than announcementat the meeting, until such a quorum is present. Except as otherwise required by law, the vote of at least a majority ofthe directors present at any meeting at which a quorum is present shall be theact of the Board of Directors.

## SECTION 2.9            ActionWithout a Meeting. Any action required or permitted to be taken at anymeeting of the Board of Directors may be taken without a meeting if all of themembers of the Board of Directors consent thereto in writing or by electronictransmission and such consent is filed with the minutes of the Board ofDirectors.

## SECTION 2.10          ActionBy Telephonic Communications. Members of the Board of Directors mayparticipate in a meeting of the Board of Directors by means of conferencetelephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in ameeting pursuant to this provision shall constitute presence in person at suchmeeting.

## SECTION 2.11          Resignations.Any director may resign at any time by delivering a notice of resignation givenin writing or by electronic transmission to the Chairman of the Board or theSecretary. Unless otherwise specified therein, such resignation shall takeeffect upon delivery.

## SECTION 2.12          Relianceon Accounts and Reports. A director, officer or a member of any committeedesignated by the Board of Directors shall, in the performance of such director’s,officer’s or member’s duties, be fully protected in relying in good faith uponthe records of the Corporation and upon information, opinions, reports orstatements presented to the Corporation by any of the Corporation’s officers oremployees, any committees designated by the Board of 

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## Directors, orby any other person as to the matters the director or the member reasonablybelieves are within such other person’s professional or expert competence andwho the director, officer or member reasonably believes or determines has beenselected with reasonable care by or on behalf of the Corporation.

## SECTION 2.13          Compensation.  Each director, in consideration of suchperson serving as a director, may be entitled to receive from the Corporationsuch amount per annum and such fees (payable in cash or stock-basedcompensation) for attendance at meetings of the Board of Directors or ofcommittees thereof, or both, as the Board of Directors shall determine fromtime to time. In addition, each director may be entitled to receive from theCorporation reimbursement for the reasonable expenses incurred by such personin connection with the performance of such person’s duties as a director.Nothing contained in this Section 2.13 shall preclude any director from servingthe Corporation or any of its subsidiaries in any other capacity and receivingcompensation therefore.

# **ARTICLEIII****COMMITTEES**

## SECTION 3.1            Committees.The Board of Directors, by resolution adopted by the affirmative vote of amajority of directors then in office, may designate from among its members oneor more committees of the Board of Directors, each committee to consist of suchnumber of Directors as from time to time may be fixed by the Board ofDirectors. Any such committee shall serve at the pleasure of the Board ofDirectors. Each such committee shall have the powers and duties delegated to itby the Board of Directors, subject to the limitations set forth in the DelawareGeneral Corporation Law. The Board of Directors may appoint a Chairman of anycommittee, who shall preside at meetings of any such committee.

## SECTION 3.2            Powers.Each committee shall have and may exercise such powers of the Board ofDirectors as may be provided by resolution or resolutions of the Board ofDirectors. No committee shall have the power or authority to approve or adopt,or recommend to the stockholders, any action or matter expressly required bythe Delaware General Corporation Law to be submitted to the stockholders forapproval, or to adopt, amend or repeal the By-Laws of the Corporation.

## SECTION 3.3            Proceedings.Each committee may fix its own rules of procedure and may meet at such place(within or without the State of Delaware), at such time and upon such notice,if any, as it shall determine from time to time. Each committee shall keepminutes of its proceedings.

## SECTION 3.4            Quorumand Manner of Acting. Except as may be otherwise provided in the resolutioncreating such committee or in the rules of such committee, at all meetings ofany committee, the presence of members (or alternate members) constituting amajority of the total authorized membership of such committee shall constitutea quorum for the transaction of business. The act of the majority of the members present at any meeting at which aquorum is present shall be the act of such committee. Any action required orpermitted to be taken at any meeting of any committee may be taken without ameeting, if all members of such committee 

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## shall consentto such action in writing or by electronic transmission and such consent isfiled with the minutes of the committee.

## SECTION 3.5            Actionsby Telephonic Communications. Unless otherwise provided by the Board ofDirectors, members of any committee may participate in a meeting of suchcommittee by means of conference telephone or other communications equipment bymeans of which all persons participating in the meeting can hear each other,and participation in a meeting pursuant to this provision shall constitutepresence in person at such meeting.

## SECTION 3.6            Absentor Disqualified Members. In the absence or disqualification of a member ofany committee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he, she or they constitute a quorum,may unanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

## SECTION 3.7            Resignations.Any member of any committee may resign at any time by delivering a notice ofresignation in writing or by electronic transmission, signed by such member, tothe Board of Directors or the Chairman of the Board. Unless otherwise specifiedtherein, such resignation shall take effect upon delivery.

## SECTION 3.8            Removal.Any member of any committee may be removed at any time, either for or withoutcause, by resolution adopted by a majority of the directors then in office.

## SECTION 3.9            Vacancies.Except as otherwise required by law, if any vacancy shall occur in anycommittee, by reason of disqualification, death, resignation, removal orotherwise, the remaining members shall continue to act, and any such vacancymay be filled by the Board of Directors.

# **ARTICLEIV****OFFICERS**

## SECTION 4.1            ChiefExecutive Officer. The Board of Directors shall select a Chief ExecutiveOfficer to serve at the pleasure of the Board of Directors who shall (i)supervise the implementation of policies adopted or approved by the Board ofDirectors, (ii) exercise a general supervision and superintendence over all thebusiness and affairs of the Corporation, and (iii) possess such other powersand perform such other duties as may be assignee to him or her by theseBy-Laws, as may from time to time be assigned by the Board of Directors and asmay be incident to the office of Chief Executive Officer. The Chairman of theBoard may also be the Chief Executive Officer.

## SECTION 4.2            Presidentof the Corporation.  The Board ofDirectors shall appoint a President of the Corporation to serve at the pleasureof the Board of Directors. The President of the Corporation shall have suchpowers and perform such duties as may be assigned to him or her by theseBy-Laws, as may from time to time be assigned to him or her by the Board ofDirectors or the Chief Executive Officer and as may be incident to the officeof President of the Corporation.

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## SECTION 4.3            ChiefFinancial Officer of the Corporation. The Board of Directors shall appoint a Chief Financial Officer of theCorporation to serve at the pleasure of the Board of Directors. The ChiefFinancial Officer of the Corporation shall have such powers and perform suchduties as may be assigned to him or her by these By-Laws, as may from time totime be assigned to him or her by the Board of Directors or the Chief ExecutiveOfficer and as may be incident to the office of Chief Financial Officer of theCorporation.

## SECTION 4.4            VicePresidents of the Corporation.  TheBoard of Directors may appoint one or more Vice Presidents of the Corporationto serve at the pleasure of the Board of Directors. A Vice President of theCorporation shall have such powers and perform such duties as may be assignedto him or her by these By-Laws, as may from time to time be assigned to him orher by the Board of Directors or the Chief Executive Officer and as may beincident to the office of a Vice President of the Corporation.

## SECTION 4.5            Secretaryof the Corporation. The Board of Directors shall appoint a Secretary of theCorporation to serve at the pleasure of the Board of Directors. The Secretaryof the Corporation shall (i) keep minutes of all meetings of the stockholdersand of the Board of Directors, (ii) authenticate records of the Corporation and(iii) in general, have such powers and perform such other duties as may be assignedto him or her by these By-Laws, as may from time to time be assigned to him orher by the Board of Directors or the Chief Executive Officer and as may beincident to the office of Secretary of the Corporation.

## SECTION 4.6            OtherOfficers Elected by Board of Directors. At any meeting of the Board ofDirectors, the Board of Directors may elect a Chief Operating Officer,Treasurer, Assistant Treasurers, Assistant Secretaries, or such other officersof the Corporation as the Board of Directors may deem necessary, to serve atthe pleasure of the Board of Directors. Other officers elected by the Board ofDirectors shall have such powers to perform such duties as may be assigned tosuch officers by or pursuant to authorization of the Board of Directors or bythe Chief Executive Officer. Any number of offices may be held by the sameperson.

## SECTION 4.7            Removaland Resignation; Vacancies.  Subjectto the rights of the holders of any series of Preferred Stock then outstanding,any officer may be removed at any time, with or without cause, by the Board ofDirectors. Any officer may resign at any time by delivering a notice ofresignation in writing or by electronic transmission, signed by such officer,to the Board of Directors, the Chief Executive Officer or the Secretary. Unlessotherwise specified therein, such resignation shall take effect upon delivery.Any vacancy occurring in any office of the Corporation by death, resignation,removal, or otherwise shall be filled by or pursuant to authorization of theBoard of Directors.

## SECTION 4.8         Authorityand Duty of Officers.  The officersof the Corporation shall have such authority and shall exercise such powers andperform such duties as may be specified in these By-Laws, except that in anyevent, each officer shall exercise such powers and perform such duties as maybe required by law.

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# **ARTICLE V****CAPITAL STOCK**

## SECTION 5.1            StockCertificates.

### (a)           Each holder of stockrepresented by certificates shall be entitled to a certificate representing thenumber of shares of the capital stock of the Corporation owned by such personin such form as shall be prescribed from time to time by the Board ofDirectors. Each certificate shall be signed by the Chairman or Vice-Chairman orthe President or a Vice President and by the Secretary or an AssistantSecretary or the Treasurer or an Assistant Treasurer. Any or all of thesignatures of the officers upon a certificate may be facsimiles.

### (b)           If an officer,transfer agent or registrar who has signed, or whose facsimile signature hasbeen placed on, a certificate shall have ceased to be such before thecertificate is issued, it may be issued by the Corporation with the same effectas if he were such officer, transfer agent or registrar at the time of itsissue.

## SECTION 5.2            Transferof Shares. Title to a certificate of stock and to the shares representedthereby shall be transferred only on the books of the Corporation by deliveryto the Corporation or its transfer agent of the certificate properly endorsed,or by delivery of the certificate accompanied by a written assignment of thesame, or a properly executed written power of attorney to sell, assign ortransfer the same or the shares represented thereby. Upon surrender of acertificate for the shares being transferred, a new certificate or certificatesshall be issued according to the interests of the parties.

## SECTION 5.3            RecordHolders. Except as otherwise required by law, the Corporation shall beentitled to treat the record holder of stock as shown on its books as the ownerof such stock for all purposes, including the payment of dividends and theright to vote with respect thereto, regardless of any transfer, pledge or otherdisposition of such stock, until the shares have been transferred on the booksof the Corporation in accordance with the requirements of these By-Laws.

## SECTION 5.4            TransferAgent and Registrar. The Board of Directors may appoint a transfer agentand a registrar of the certificates of stock of the Corporation. Any transferagent so appointed shall maintain, among other records, a stockholders’ ledger,setting forth the names and addresses of the holders of all issued shares ofstock of the Corporation, the number of shares held by each, the certificatenumbers, if any, representing such shares, and the date of issue of thecertificates representing such shares, if any. Any registrar so appointed shallmaintain, among other records, a share register, setting forth the total numberof shares of each class of shares which the Corporation is authorized to issueand the total number of shares actually issued. The stockholders’ ledger andthe share register are hereby identified as the stock transfer books of theCorporation. The name and address of each stockholder of record, as they appearupon the stockholders’ ledger, shall be the only evidence of who are thestockholders entitled to receive notice of the meetings of stockholders, tovote at such meetings, to examine a complete list of the stockholders entitledto vote at meetings.

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## SECTION 5.5            Lossof Certificates. In case of the loss, theft, mutilation or destruction of astock certificate, a duplicate certificate will be issued by the Corporationupon notification thereof and receipt of a lost certificate affidavit and suchproper indemnity as shall be prescribed by the Board of Directors; provided,that in the case of a mutilated stock certificate, such mutilated stockcertificate is returned to the Corporation.

# **ARTICLEVI****DIVIDENDS**

## SECTION 6.1            Declarationof Dividends. Except as otherwise required by law or by the Certificate ofIncorporation, the Board of Directors may, in its discretion, declare what, ifany, dividends shall be paid from the surplus or from the net profits of theCorporation for the current or preceding fiscal year, or as otherwise permittedby law. Dividends may be paid in cash, in property, in shares of theCorporation’s stock, or in any combination thereof. Dividends shall be payableupon such dates as the Board of Directors may designate.

## SECTION 6.2            Reserves.Before the payment of any cash dividend and before making any distribution ofprofits, the Board of Directors, from time to time and in its absolutediscretion, shall have power to set aside out of the surplus or net profits ofthe Corporation such sum or sums as the Board of Directors deems proper andsufficient as a reserve fund to meet contingencies or for such other purpose asthe Board of Directors shall deem to be in the best interests of theCorporation, and the Board of Directors may modify or abolish any such reserve.

# **ARTICLEVIIPOWERS OF OFFICERS TO CONTRACTWITH THE CORPORATION**

No contract or transaction between the Corporation andone or more of its directors or officers, or between the Corporation and anyother corporation, partnership, association, or other organization in which oneor more of its directors or officers, are directors or officers, or have afinancial interest, shall be void or voidable solely for this reason, or solelybecause the director or officer is present at or participates in the meeting ofthe Board of Directors or committee thereof which authorizes the contract ortransaction, or solely because any such director’s or officer’s votes arecounted for such purpose; provided, that (i) the material facts of suchrelationship or interest as to the contract or transaction are disclosed or areknown to the Board of Directors or committee thereof which in good faithauthorizes such contract or transaction by the affirmative vote of a majorityof the disinterested directors, even though less than a quorum; or (ii) the materialfacts as to such person’s relationship or interest as to the contract ortransaction are disclosed or are known to the stockholders entitled to votethereon, and the contract or transaction is specifically approved in good faithby a vote of the stockholders; or (iii) the contract or transaction is fair asto the Corporation as of the time it is authorized, approved or ratified by theBoard of Directors, a committee thereof, or the stockholders. Any director ofthe Corporation who is interested in any contract or transaction as aforesaidmay nevertheless be counted in determining the existence of a quorum at anymeeting of the Board of Directors or committee thereof which shall authorize orratify any such contract or transaction.

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# **ARTICLEVIIIINDEMNIFICATION**

## SECTION 8.1            Rightto Indemnification.  Each person whowas or is made a party or is threatened to be made a party to or is otherwiseinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “*proceeding*”), by reason of the fact that he or she is or wasa director or an officer of the Corporation or is or was serving at the requestof the Corporation as a director, officer or trustee of another corporation orof a partnership, joint venture, trust or other enterprise, including servicewith respect to an employee benefit plan (hereinafter an “*indemnitee*”),whether the basis of such proceeding is alleged action in an official capacityas a director, officer or trustee or in any other capacity while serving as adirector, officer or trustee, shall be indemnified and held harmless by theCorporation to the fullest extent permitted by Delaware law, as the same existsor may hereafter be amended (but, in the case of any such amendment, only tothe extent that such amendment permits the Corporation to provide broaderindemnification rights than such law permitted the Corporation to provide priorto such amendment), against all expense, liability and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amountspaid in settlement) reasonably incurred or suffered by such indemnitee inconnection therewith; provided, however, that, except as provided in Section8.3 with respect to proceedings to enforce rights to indemnification, theCorporation shall indemnify any such indemnitee in connection with a proceeding(or part thereof) initiated by such indemnitee only if such proceeding (or partthereof) was authorized by the Board of Directors of the Corporation.

## SECTION 8.2            Rightto Advancement of Expenses.  Inaddition to the right to indemnification conferred in Section 8.1, anindemnitee shall also have the right to be paid by the Corporation the expenses(including attorney’s fees) incurred in defending any such proceeding inadvance of its final disposition (hereinafter an “*advancement of expenses*”); provided, however, that, if theDelaware General Corporation Law requires, an advancement of expenses incurredby an indemnitee in his or her capacity as a director or officer (and not inany other capacity in which service was or is rendered by such indemnitee,including, without limitation, service to an employee benefit plan) shall bemade only upon delivery to the Corporation of an undertaking (hereinafter an “*undertaking*”), by or on behalf of such indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal (hereinafter a “*final adjudication*”) that such indemnitee is not entitled tobe indemnified for such expenses under this Section 8.2 or otherwise.

## SECTION 8.3            Rightof Indemnitee to Bring Suit.  If aclaim under Section 8.1 or 8.2 is not paid in full by the Corporation withinsixty (60) days after a written claim has been received by the Corporation,except in the case of a claim for an advancement of expenses, in which case theapplicable period shall be twenty (20) days, the indemnitee may at any timethereafter bring suit against the Corporation to recover the unpaid amount of theclaim. If successful in whole or in part in any such suit, or in a suit broughtby the Corporation to recover an advancement of expenses pursuant to the termsof an undertaking, the indemnitee shall be entitled to be paid also the expenseof prosecuting or defending such suit. In (i) any suit brought by theindemnitee to enforce a right to indemnification hereunder (but not in a suitbrought by the indemnitee to enforce a right to an advancement of expenses) itshall be a defense that, and (ii) in any suit brought by the Corporation torecover an advancement of expenses pursuant 

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## to the termsof an undertaking, the Corporation shall be entitled to recover such expensesupon a final adjudication that, the indemnitee has not met any applicablestandard for indemnification set forth in the Delaware General Corporation Law.Neither the failure of the Corporation (including its directors who are notparties to such action, a committee of such directors, independent legalcounsel, or its stockholders) to have made a determination prior to thecommencement of such suit that indemnification of the indemnitee is proper inthe circumstances because the indemnitee has met the applicable standard ofconduct set forth in the Delaware General Corporation Law, nor an actualdetermination by the Corporation (including its directors who are not partiesto such action, a committee of such directors, independent legal counsel, orits stockholders) that the indemnitee has not met such applicable standard ofconduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by theindemnitee, be a defense to such suit.

## SECTION 8.4            Non-Exclusivityof Rights.  The rights toindemnification and to the advancement of expenses conferred in this ArticleVIII shall not be exclusive of any other right which any person may have orhereafter acquire under any statute, the Corporation’s Certificate ofIncorporation, these By-Laws, agreement, vote of stockholders or directors orotherwise.

## SECTION 8.5            Insurance.  The Corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe Corporation or another corporation, partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense,liability or loss under the Delaware General Corporation Law.

## SECTION 8.6            Indemnificationof Employees and Agents.  TheCorporation may, to the extent authorized from time to time by the Board ofDirectors, grant rights to indemnification and to the advancement of expensesto any employee or agent of the Corporation to the fullest extent of theprovisions of this Article VIII with respect to the indemnification andadvancement of expenses of directors and officers of the Corporation.

## SECTION 8.7            Natureof Rights.

### (a)           The rights conferredupon indemnitees in this Article VIII shall be contract rights and such rightsshall continue as to an indemnitee who has ceased to be a director, officer ortrustee and shall inure to the benefit of the indemnitee’s heirs, executors andadministrators.  Any amendment,alteration or repeal of this Article VIII that adversely affects any right ofan indemnitee or its successors shall be prospective only and shall not limitor eliminate any such right with respect to any proceeding involving anyoccurrence or alleged occurrence of any action or omission to act that tookplace prior to such amendment or repeal.

### (b)           Notwithstandinganything in this Articles VIII or these By-Laws to the contrary, theindemnification and advancement rights provided under this Article VIII shallnot apply to any former officer or director serving before June 20, 2007 orarising out of any act or transaction that occurred prior to such date.

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# **ARTICLEIXMISCELLANEOUS PROVISIONS**

## SECTION 9.1            Certificateof Incorporation. All references in these By-Laws to the Certificate ofIncorporation shall be deemed to refer to the Certificate of Incorporation ofthe Corporation, as amended and in effect from time to time. In the event ofany conflict between the provisions of these By-Laws as in effect from time totime and the provisions of the Certificate of Incorporation as in effect fromtime to time, the provisions of such Certificate of Incorporation shall becontrolling.

## SECTION 9.2            FiscalYear. Except as from time to time otherwise provided by the Board ofDirectors, the fiscal year of the Corporation shall end on the 31st of March ofeach year.

## SECTION 9.3            Checks.  All checks or demands for money and notes ofthe Corporation shall be signed by such executive officer or executive officersor such other person or persons as the Board of Directors may from time to timedesignate.

## SECTION 9.4            CorporateSeal. The Board of Directors shall have the power to adopt and alter theseal of the Corporation.

## SECTION 9.5            Votingof Securities. Unless the Board of Directors otherwise provides, the ChiefExecutive Officer, President or the Chief Financial Officer may waive notice ofand act on behalf of the Corporation, or appoint another person or persons toact as proxy or attorney-in-fact for the Corporation with or withoutdiscretionary power and/or power of substitution, at any meeting ofstockholders or shareholders of any other corporation or organization whosesecurities are held by the Corporation.

## SECTION 9.6            Evidenceof Authority. A certificate by the Secretary or any Assistant Secretary asto any action taken by the stockholders, directors or any officer orrepresentative of the Corporation shall, as to all persons who rely thereon ingood faith, be conclusive evidence of such action.

## SECTION 9.7            Subjectto Law and Certificate of Incorporation. All powers, duties and responsibilities provided in these By-Laws,whether or not explicitly so qualified, are qualified by the provisions of theCertificate of Incorporation and any applicable law.

# **ARTICLE XAMENDMENTS**

Subject to the rights of the holders of any series ofthe Corporation’s Preferred Stock, a majority of the Whole Board shall beauthorized to make, amend, alter, change, add to or repeal these By-Laws in anymanner not inconsistent with the laws of the State of Delaware, and thestockholders shall also have the power to amend, alter, change, add to orrepeal these By-Laws; provided, however, that, in addition to any vote of theholders of any class or series of stock of the Corporation required by law orby the Certificate of Incorporation, the affirmative vote of the holders of amajority in voting power of all of the outstanding shares of the Corporationentitled 

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to vote generally in the election of directors, votingtogether as a single class, shall be required in order for the stockholders toalter, amend or repeal any provision of these By-Laws.

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