**EXHIBIT 3.2**

 

REWARDS NETWORK INC. 

 

BY-LAWS 

 

ARTICLE I - STOCKHOLDERS

 

Section 1. Annual Meeting. 

 

(1) An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held atsuch place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within 13 months of the last annual meeting of stockholders. 

 

(2) Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by thestockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice with respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of record of the Corporation whowas a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section. 

 

(3) For nominations or other business to be properly brought before an annualmeeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (a) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (b) such business must be a proper matter for stockholder actionunder the Delaware General Corporation Law, (c) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (C)(3)of this paragraph, such 

stockholder or beneficial owner must, in the case of a proposal, have delivered a 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 such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’svoting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the SolicitationNotice and (d) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to haverequired the delivery of such a Solicitation Notice under this section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 45 or more than 75 days priorto the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting isadvanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of(i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (A) as to each person whom the stockholderproposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant 

 

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to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as adirector if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business ofsuch stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address ofsuch stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (3)whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law tocarry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

 

(4) Notwithstanding anything in the second sentence of thethird paragraph of this Section 1 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size ofthe increased Board of Directors made by the Corporation at least 55 days prior to the Anniversary, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions createdby such increase, if it shall be delivered 

 

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to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which suchpublic announcement is first made by the Corporation. 

 

(5) Onlypersons nominated in accordance with the procedures set forth in this Section 1 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this section. The chairman of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with theprocedures set forth in these By-Laws and, if any proposed nomination or business is not in compliance with these By-Laws, to declare that such defectively proposed business or nomination shall not be presented for stockholder action at the meetingand shall be disregarded. 

 

(6) For purposes of these By-Laws,“public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 

 

(7) Notwithstanding the foregoing provisions of this Section 1, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters setforth in this Section 1. Nothing in this Section 1 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. 

 

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Section 2. Special Meetings. 

 

(1) Special meetings of the stockholders, other than those required by statute, may be called at any time by the Board ofDirectors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these By-Laws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies inpreviously authorized directorships. The Board of Directors may postpone or reschedule any previously scheduled special meeting. 

 

(2) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by orat the direction of the Board of Directors or (b) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and whocomplies with the notice procedures set forth in Section 1 of this Article. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice requiredby the third paragraph of Section 1 of this Article shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business 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 of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. 

 

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(3) Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with allapplicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. 

 

Section 3. Notice of Meetings. 

 

Notice of the place, if any, date, and time of all meetings of the stockholders, and the means of remote communication, if any, by which stockholders andproxyholders may be deemed to be present in person and vote at such meeting, shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except asotherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation). 

 

When a meeting is adjourned to another time or place, notice need not begiven of the adjourned meeting if the time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced atthe meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting,notice of the place, if any, date, and time of the adjourned meeting and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at 

 

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such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted atthe original meeting. 

 

Section 4. Quorum.

 

At any meeting of the stockholders, the holders of a majorityof all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where aseparate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on thatmatter. 

 

If a quorum shall fail to attend any meeting, thechairman of the meeting may adjourn the meeting to another place, if any, date, or time. 

 

Section 5. Organization. 

 

Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled tovote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as thechairman of the meeting appoints. 

 

Section 6. Conductof Business. 

 

The chairman of any meeting of stockholdersshall determine the order of business and the procedure at the meeting, including such regulation of the manner of 

 

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voting and the conduct of discussion as seem to him or her in order. The chairman shall have the power to adjourn the meeting to another place, if any, dateand time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. 

 

Section 7. Proxies and Voting. 

 

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by aninstrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant tothis paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writing or transmission. 

 

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation maydesignate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, 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 faithfully to execute the duties of inspector with strict impartiality and according to thebest of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors. 

 

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All elections shall be determined by a plurality of the votes cast, and except as otherwise required bylaw, all other matters shall be determined by a majority of the votes cast affirmatively or negatively. 

 

Section 8. Stockholder List. 

 

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing theaddress of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder for a period of at least 10 days prior to the meeting in the manner provided by law. 

 

The stockholder list shall also be open to the examination of any stockholderduring the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. 

 

ARTICLE II - BOARD OF DIRECTORS

 

Section 1. Number and Term of Office. 

 

Subject to the rights of the holders of any series of preferred stock toelect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. Directors shall, except as hereinafterprovided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. 

 

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Section 2. Newly Created Directorships and Vacancies. 

 

Subject to the rights of the holders of any series of preferred stock thenoutstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other causeshall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum and not by stockholders. No decrease in the number of authorizeddirectors shall shorten the term of any incumbent director. 

 

Section 3. Regular Meetings. 

 

Regularmeetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meetingshall not be required. 

 

Section 4. SpecialMeetings. 

 

Special meetings of the Board of Directors maybe called by the Chairman of the Board, the President or by a majority of the Whole Board and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such specialmeeting shall be given to each director by whom it is not waived by mailing written notice not less than 5 days before the meeting or by telephone or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than 24hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. 

 

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Section 5. Quorum. 

 

At any meeting of the Board of Directors, a majority of the total number of the Whole Board shall constitute a quorum forall purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. 

 

Section 6. Participation in Meetings by Conference Telephone.

 

Members of the Board of Directors, or of any committee thereof, mayparticipate in a meeting of the Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitutepresence in person at such meeting. 

 

Section 7.Organization of Meetings and Conduct of Business. 

 

TheBoard of Directors shall elect one of its members to be Chairman of the Board. The Chairman of the Board shall lead the Board of Directors in fulfilling its responsibilities as set forth in these By-Laws, shall determine the agenda for all meetingsof directors and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors. 

 

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his or her absence, by thePresident, or in the absence of the Chairman of the Board and the President by such other person as the Board of Directors may designate or the members present may select. 

 

At any meeting of the Board of Directors all matters presented for action shall be determined by the vote of a majority ofthe directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, 

 

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and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filingshall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 

 

Section 8. Compensation of Directors. 

 

Unless otherwise restricted by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of the directors.The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or paid a stated salary or paid other compensation asdirector. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee meetings.

 

ARTICLE III - COMMITTEES

 

Section 1. Committees of the Board of Directors. 

 

The Board of Directors may from time to time designate committees of theBoard of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serveas the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and anyalternate member in his or her place, the member or members of the committee present at the meeting and not 

 

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disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to actat the meeting in the place of the absent or disqualified member. 

 

Section 2. Conduct of Business. 

 

Eachcommittee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of allmeetings of committees. Unless otherwise required by law, one-third of the members of a committee shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and allmatters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronictransmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronicform. 

 

ARTICLE IV - OFFICERS

 

Section 1. Generally. 

 

The officers of the Corporation shall consist of a President, one or moreVice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider the election of officers at its firstmeeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and 

 

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qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. The salaries of officers elected by theBoard of Directors shall be fixed from time to time by the Board of Directors or by such officers as may be designated by resolution of the Board of Directors. 

 

Section 2.President. 

 

The President shall be the chief executive officer of the Corporation. He or she shall have general responsibility for the management and control of thebusiness and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive officer or which are delegated to him or her by the Board of Directors. The President shall havepower to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other officers, employees and agents of the Corporation. 

 

Section 3. Vice President. 

 

Each Vice President shall have such powers and duties as may be delegated tohim or her by the Board of Directors. One Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. 

 

Section 4. Treasurer. 

 

The Treasurer shall have the responsibility for maintaining the financialrecords of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. TheTreasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. 

 

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Section 5. Secretary. 

 

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and theBoard of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. 

 

Section 6. Delegation of Authority. 

 

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents,notwithstanding any provision hereof. 

 

Section 7.Removal. 

 

Any officer of the Corporation may be removedat any time, with or without cause, by the Board of Directors. 

 

Section 8. Action with Respect to Securities of Other Corporations.

 

Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or byproxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess byreason of its ownership of securities in such other corporation. 

 

ARTICLE V - INDEMNIFICATION

 

Section1. Right to Indemnification. 

 

Each person who was oris made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, 

 

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administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of theCorporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan(hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnifiedand held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits theCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes orpenalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article with respect to proceedings to enforce rights toindemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of theCorporation. 

 

Section 2. Right to Advancement ofExpenses. 

 

In addition to the right to indemnificationconferred in Section 1 of this Article, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an“advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an 

 

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indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including,without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shallultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section orotherwise. 

 

Section 3. Right of Indemnitee to BringSuit. 

 

If a claim under Section 1 or 2 of this Article isnot paid in full by the Corporation within 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 the applicable period shall be 20 days, the indemnitee may atany time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the termsof an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by theindemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitledto recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors whoare not 

 

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parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencementof such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation(including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that theindemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement ofexpenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, underthis Article or otherwise shall be on the Corporation. 

 

Section 4. Non-Exclusivity of Rights. 

 

The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate ofIncorporation, By-Laws, agreement, vote of stockholders or directors or otherwise. 

 

Section 5. Insurance. 

 

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether 

 

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or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

 

Section 6. Indemnification of Employees and Agentsof the Corporation.

 

The Corporation may, to the extentauthorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to theindemnification and advancement of expenses of directors and officers of the Corporation. 

 

Section 7. Nature of Rights. 

 

The rights conferred upon indemnitees in this Article shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit ofthe indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any suchright with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. 

 

ARTICLE VI - STOCK

 

Section 1. Certificates of Stock. 

 

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by theSecretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of 

 

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shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile. 

 

Section 2. Transfers of Stock. 

 

Transfers of stock shall be made only upon the transfer books of theCorporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 3 of this Article, an outstanding certificate forthe number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. 

 

Section 3. Lost, Stolen or Destroyed Certificates. 

 

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as theBoard of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. 

 

Section 4. Regulations. 

 

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors mayestablish. 

 

ARTICLE VII – RECORD DATES ANDNOTICES

 

Section 1. Record Date. 

 

In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of anyother lawful action, the 

 

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Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixingthe record date is adopted and which record date shall not be more than 60 nor less than 10 days before the date of any meeting of stockholders, nor more than 60 days prior to the time for such other action as hereinbefore described; provided,however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day onwhich 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, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotmentof rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. 

 

A determination of stockholders of record entitled to notice of or to voteat a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

Section 2. Notices. 

 

If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at suchstockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in themanner provided in the Delaware General Corporation Law. 

 

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Section 3. Waivers. 

 

A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person,whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such awaiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice. 

 

ARTICLE VIII - MISCELLANEOUS

 

Section 1. Facsimile Signatures. 

 

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-Laws, facsimile signatures of any officer orofficers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. 

 

Section 2. Corporate Seal. 

 

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If andwhen so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. 

 

Section 3. Reliance upon Books, Reports and Records. 

 

Each director, each member of any committee designated by the Board ofDirectors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports orstatements presented to the 

 

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Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which suchdirector or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. 

 

Section 4. Fiscal Year. 

 

The fiscal year of the Corporation shall be as fixed by the Board ofDirectors. 

 

Section 5. Time Periods. 

 

In applying any provision of these By-Laws which requires that an act bedone or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day ofthe event shall be included. 

 

ARTICLE IX -AMENDMENTS

 

In furtherance and not in limitation of thepowers conferred by law, the Board of Directors is expressly authorized to adopt, amend and repeal the By-Laws of the Corporation. The stockholders of the Corporation may adopt, amend or repeal the By-Laws of the Corporation at any annual meeting ofstockholders or at any special meeting of stockholders called for that purpose. 

 

Adopted December 9, 2003. 

 

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