Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF POSITIVEID CORPORATION, a Delaware corporation (the Corporation) (Adopted as of December 12, 2005) (Amended on March 16,
2010)  1




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AMENDED AND RESTATED
BY-LAWS OF POSITIVEID CORPORATION ARTICLE I
OFFICES Section 1.1 Registered Office.The registered office of the Corporation within the State of Delaware shall be
located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of
the corporation or individual acting as the Corporations registered agent in Delaware. Section 1.2 Additional Offices.The Corporation may, in addition to its registered office in the State of
Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board
of Directors of the Corporation (the Board) may from time to time determine or as the business and affairs of the
Corporation may require. ARTICLE II
STOCKHOLDERS MEETINGS Section 2.1 Annual Meetings.The annual meeting of stockholders shall be held at such place and time and on such
date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its
sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of
remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders shall elect directors
of the Corporation and may transact any other business as may properly be brought before the meeting. Section 2.2 Special Meetings.Except as otherwise required by applicable law or provided in the Corporations
Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time (the
Certificate of Incorporation), special meetings of stockholders, for any purpose or purposes, may be called only by
the Chairman of the Board, Chief Executive Officer, the President or the Board pursuant to a resolution adopted by a
majority of the Whole Board (as defined below). Special meetings of stockholders shall be held at such place and time
and on such date as shall be determined by the Board and stated in the Corporations notice of the meeting, provided
that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication pursuant to Section 9.5(a). Whole Boardshall mean the total
number of directors the Corporation would have if there were no vacancies.  2




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Section 2.3 Notices.Notice of each stockholders meeting stating the place, if any, date, and time of the 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 such meeting, shall be given in the manner permitted by Section 9.3 to each stockholder
entitled to vote thereat by the Corporation not less than 10 nor more than 60 days before the date of the meeting. If
said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or
purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters
so stated in the Corporations notice of meeting (or any supplement thereto). Any meeting of stockholders as to which
notice has been given may be postponed, and any special meeting of stockholders as to which notice has been given may
be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date
previously scheduled for such meeting. Section 2.4 Quorum.Except as otherwise provided by applicable law, the Certificate of Incorporation or these
By-Laws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital
stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the
Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting,
except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of
shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a
quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by
proxy at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time in the
manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting
may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of
the voting power of the shares entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to
vote shares held by it in a fiduciary capacity. Section 2.5 Voting of Shares. (a) Voting Lists. The Secretary shall prepare, or shall cause the officer or agent who has charge of the
stock ledger of the Corporation to prepare, at least 10 days before every meeting of stockholders, a complete list of
the stockholders of record entitled to vote thereat arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall
require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such
list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the
Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps
to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a
place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of
remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in
person or by proxy at any meeting of stockholders. 2  3




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(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person
or by proxy. If authorized by the Board, the voting by stockholders or proxyholders at any meeting conducted by remote
communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3),
provided that any such electronic transmission must either set forth or be submitted with information from which the
Corporation can determine that the electronic transmission was authorized by the stockholder or proxyholder. The Board,
in its discretion, or the chairman of the meeting of stockholders, in such persons discretion, may require that any
votes cast at such meeting shall be cast by written ballot. (c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is
called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a
stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall
constitute a valid means by which a stockholder may grant such authority. (i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as
proxy. Execution may be accomplished by the stockholder or such stockholders authorized officer, director,
employee or agent signing such writing or causing such persons signature to be affixed to such writing by any
reasonable means, including, but not limited to, by facsimile signature. (ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by
transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by
the person who will be the holder of the proxy to receive such transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which it can be determined that the
electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another
person or persons to act as proxy for a stockholder 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 other reproduction shall be a complete reproduction of the entire original writing
or transmission. 3  4




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(d) Required Vote. Subject to the rights of the holders of one or more series of preferred stock of the
Corporation (Preferred Stock), voting separately by class or series, to elect directors pursuant to the terms of one
or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by
the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other
matters shall be determined by the vote of a majority of the votes cast by the stockholders present in person or
represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable
law, the Certificate of Incorporation, these By-Laws or applicable stock exchange rules, a different vote is required,
in which case such provision shall govern and control the decision of such matter. (e) Inspectors of Election. The Board may appoint one or more persons as inspectors of election, who may
be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at any meeting of
stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons
as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are
appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and
report the number of outstanding shares and the voting power of each; determine the number of shares present in person
or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report
the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and certify their determination of the number of shares represented at the meeting and
their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an
inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a
majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors. Section 2.6 Adjournments.Any meeting of stockholders, annual or special, may be adjourned by the chairman of the
meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need
not be given of any such adjourned meeting if the date, time, 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 at the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may
be, may transact any business which might have been transacted at the original meeting. If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting. 4  5




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Section 2.7 Advance Notice for Business. (a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the Corporations notice of meeting (or any supplement thereto)
given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the
direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the
Corporation (x) who is a stockholder of record on the date of the giving of the notice provided for in this
Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual
meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding
anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director at an annual
meeting pursuant to Section 3.2 will be considered for election at such meeting. (i) In addition to any other applicable requirements, for business (other than nominations) to be properly
brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for
stockholder action. Subject to Section 2.7(a)(iii), a stockholders notice to the Secretary with respect
to such business, to be timely, must be received by the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier than the opening of business on the
120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is not within 45 days before or
after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the
opening of business on the 120th day before the meeting and not later than the later of (x) the close of business
on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public
announcement of the date of the annual meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholders
notice as described in this Section 2.7(a). (ii) To be in proper written form, a stockholders notice to the Secretary with respect to any business
(other than nominations) must set forth as to each such matter such stockholder proposes to bring before the
annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text
of the proposal or business (including the text of any resolutions proposed for consideration and in the event
such business includes a proposal to amend these By-Laws, the language of the proposed amendment) and the reasons
for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the
name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series
and number of shares of capital stock of the Corporation that are owned beneficially and of record by such
stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all
arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made and any other person or persons (including their names) in connection with the proposal of such
business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made in such business, and (F) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to bring such business before the meeting. 5  6




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(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a
stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such
stockholders intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any
successor thereof) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and such stockholder
has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by
the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting
of stockholders except business brought before the annual meeting in accordance with the procedures set forth in
this Section 2.7(a), provided, however, that once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude
discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines
that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or
that the information provided in a stockholders notice does not satisfy the information requirements of this
Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding
the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed
business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter
may have been received by the Corporation. (iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters
set forth herein. Nothing in this Section 2.7(a) 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. (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the Corporations notice of meeting. Nominations
of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporations notice of meeting only pursuant to Section 3.2. (c) Public Announcement. 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 comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act. 6  7




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Section 2.8 Conduct of Meetings.The chairman of each annual and special meeting of stockholders shall be the
Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a
director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive
Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal
to act) of the President or if the President is not a director, such other person as shall be appointed by the Board.
The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at
a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such rules and
regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with these By-Laws or such rules and regulations as adopted by the Board, the chairman of any meeting of
stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the
chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of
business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those
present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation,
their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine;
(d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the
time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in
the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the
chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant
Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.9 No Action by Consent of Stockholders in Lieu of Meeting.Except as otherwise expressly provided by the
terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written
consent, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly
called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting. ARTICLE III
DIRECTORS Section 3.1 Powers.The business and affairs of the Corporation shall be managed by or under the direction of the
Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the
stockholders. Directors need not be stockholders or residents of the State of Delaware. 7  8




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Section 3.2 Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock
with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of
persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders
called for the purpose of electing directors as set forth in the Corporations notice of such special meeting, may be
made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the
determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set
forth in this Section 3.2. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be
timely, a stockholders notice to the Secretary must be received by the Secretary at the principal executive offices of
the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within
45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier
than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of
business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which
public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a
special meeting of stockholders called for the purpose of electing directors, not later than the close of business on
the 10th day following the day on which public announcement of the date of the special meeting is first made by the
Corporation. In no event shall the public announcement of an adjournment of an annual meeting or special meeting
commence a new time period for the giving of a stockholders notice as described in this Section 3.2. (c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be
elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the
annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional
directors to be elected or specifying the size of the increased Board before the close of business on the 90th day
prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholders notice
required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the
additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall
be received by the Secretary at the principal executive offices of the Corporation not later than the close of business
on the 10th day following the date on which such public announcement was first made by the Corporation. 8  9




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(d) To be in proper written form, a stockholders notice to the Secretary must set forth (i) as to each person
whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of
shares of capital stock of the Corporation that are owned beneficially or of record by the person and (D) any other
information relating to the person that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice
(A) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose
behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that
are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the
nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by
such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each
proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other
information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that
would be required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected. (e) Except as otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights
of one or more series of Preferred Stock to nominate and elect directors, no person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.2.
If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance
with the provisions of this Section 3.2, then such nomination shall not be considered at the meeting in
question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder (or a qualified
representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the
nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have
been received by the Corporation. (f) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred
Stock to elect directors pursuant to the Certificate of Incorporation. Section 3.3 Compensation.Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the
Board shall have the authority to fix the compensation of directors. The directors may be reimbursed their expenses, if
any, of attendance at each meeting of the Board and may be paid either a fixed sum for attendance at each meeting of
the Board or other compensation as director. No such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like
compensation and reimbursement of expenses for service on the committee. 9  10




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ARTICLE IV
BOARD MEETINGS Section 4.1 Annual Meetings.The Board shall meet as soon as practicable after the adjournment of each annual
stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place
and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors
shall be necessary to legally convene this meeting, except as provided in this Section 4.1. Section 4.2 Regular Meetings.Regularly scheduled, periodic meetings of the Board may be held without notice at
such times, dates and places as shall from time to time be determined by the Board. Section 4.3 Special Meetings.Special meetings of the Board (a) may be called by the Chairman of the Board or
President, Chief Executive Officer and (b) shall be called by the Chairman of the Board, President, Chief Executive
Officer or Secretary on the written request of at least a majority of directors then in office, or the sole director,
as the case may be, and shall be held at such time, date and place as may be determined by the person calling the
meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice
of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least
24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by
hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting
if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the
meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such
notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting.
Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting.
Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these By-Laws,
neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or
waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting in accordance with Section 9.4. Section 4.4 Quorum; Required Vote.A majority of the Whole Board shall constitute a quorum for the transaction of
business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the
Certificate of Incorporation or these By-Laws. If a quorum shall not be present at any meeting, a majority of the
directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum is present. 10  11




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Section 4.5 Consent In Lieu of Meeting.Unless otherwise restricted by the Certificate of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper
reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in
electronic form. Section 4.6 Organization.The chairman of each meeting of the Board shall be the Chairman of the Board or, in the
absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall
be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief
Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability
or refusal to act) of the President or if the President is not a director, a chairman elected from the directors
present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to
act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence
(or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting. ARTICLE V
COMMITTEES OF DIRECTORS Section 5.1 Establishment.The Board may designate one or more committees, each committee to consist of one or
more of the directors. Each committee shall keep regular minutes of its meetings and report the same to the Board when
required. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve
any such committee. Section 5.2 Available Powers.Any committee established pursuant to Section 5.1 hereof, to the extent
permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority
of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers that may require it. Section 5.3 Alternate Members.The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of such committee. Section 5.4 Procedures.Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings
of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members
of the committee (but not including any alternate member, unless such alternate member has replaced any absent or
disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction
of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act
of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these
By-Laws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the
meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless
the Board otherwise provides and except as provided in these By-Laws, each committee designated by the Board may make,
alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article
III and Article IV of these By-Laws. 11  12




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ARTICLE VI
OFFICERS Section 6.1 Officers.The officers of the Corporation elected by the Board shall be a Chairman of the Board, a
Chief Executive Officer, a President, a Treasurer, a Secretary and such other officers (including without limitation a
Chief Financial Officer, Vice Presidents, Assistant Secretaries and Assistant Treasurers) as the Board from time to
time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board. The Chairman of the Board, Chief Executive
Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and
Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers
shall have such powers and duties and shall hold their offices for such terms as may be provided in these By-Laws or as
may be prescribed by the Board or, if such officer has been appointed by the Chairman of the Board, Chief Executive
Officer or President, as may be prescribed by the appointing officer. (a) Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the
stockholders and the Board. The Chairman of the Board shall advise and counsel the President and other officers and
shall exercise such powers and perform such duties as shall be assigned to or required of the Chairman of the Board
from time to time by the Board or these By-Laws. The Chairman of the Board must be a director of the Corporation. (b) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the
Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its
business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of
the Board. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer
(if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. (c) President. In the absence (or inability or refusal to act) of the Chief Executive Officer, the
President shall perform the duties and have the powers of the Chief Executive Officer. 12  13




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(d) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall
perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an
additional designation of rank or function. (e) Secretary. (i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of
the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board
and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive
Officer or the President. The Secretary shall have custody of the corporate seal of the Corporation and the
Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and
when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The
Board may give general authority to any other officer to affix the seal of the Corporation and to attest the
affixing thereof by his or her signature. (ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or
at the office of the Corporations transfer agent or registrar, if one has been appointed, a stock ledger, or
duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of
 shares held by each and, with respect to certificated shares, the number and date of certificates issued for the
same and the number and date of certificates cancelled. (f) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant
Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the
Secretary, perform the duties and have the powers of the Secretary. (g) Treasurer. The Treasurer shall perform all duties commonly incident to that office (including, without
limitation, the care and custody of the funds and securities of the Corporation which from time to time may come into
the Treasurers hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board,
the Chief Executive Officer or the President may authorize). (h) Assistant Treasurers. The Assistant Treasurer or, if there shall be more than one, the Assistant
Treasurers in the order determined by the Board shall, in the absence (or inability or refusal to act) of the
Treasurer, perform the duties and exercise the powers of the Treasurer. Section 6.2 Term of Office.The elected officers of the Corporation shall be elected annually by the Board at its
first meeting held after each annual meeting of stockholders. All officers elected by the Board shall hold office until
the next annual meeting of the Board and until their successors are duly elected and qualified or until their earlier
death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without
cause, at any time by the Board. Any officer appointed by the Chairman of the Board, Chief Executive Officer or
President may also be removed, with or without cause, by the Chairman of the Board, Chief Executive Officer or
President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the
Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chairman of the Board,
Chief Executive Officer or President may be filled by the Chairman of the Board, Chief Executive Officer or President,
as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which
case the Board shall elect such officer. 13  14




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Section 6.3 Other Officers.The Board may delegate the power to appoint such other officers and agents, and may
also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary
or desirable. Section 6.4 Multiple Officeholders; Stockholder and Director Officers.Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-Laws otherwise provide. Officers need not be
stockholders or residents of the State of Delaware. ARTICLE VII
SHARE CERTIFICATES Section 7.1 Entitlement to Certificates.The shares of the Corporation shall be represented by certificates. The
Corporation shall not have power to issue a certificate representing shares in bearer form. Section 7.2 Multiple Classes of Stock.If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences or rights to be set forth in full or summarized on the
face or back of any certificate which the Corporation issues to represent shares of such class or series of stock or
(b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send
to the registered owner thereof a written notice containing the information required to be set forth on certificates as
specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the
foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of
uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences or rights. Section 7.3 Signatures.Each certificate representing capital stock of the Corporation shall be signed by or in
the name of the Corporation by (a) the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation.
Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar on the date of issue. 14  15




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Section 7.4 Consideration and Payment for Shares.(a) Subject to applicable law and the Certificate of
Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a
value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The
consideration may consist of any tangible or intangible property or benefit to the Corporation including cash,
promissory notes, services performed, contracts for services to be performed or other securities. (b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount
of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly
paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated
shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid
thereon up to and including the time said certificate representing certificated shares or said uncertificated shares
are issued. Section 7.5 Lost, Destroyed or Wrongfully Taken Certificates.(a) If an owner of a certificate representing shares
claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new
certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new
certificate before the Corporation has notice that the certificate representing such shares has been acquired by a
protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful
taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and
(iii) satisfies other reasonable requirements imposed by the Corporation. (b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner
fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent
destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification,
the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim
to a new certificate representing such shares or such shares in uncertificated form. Section 7.6 Transfer of Stock.(a) If a certificate representing shares of the Corporation is presented to the
Corporation with an indorsement requesting the registration of transfer of such shares or an instruction is presented
to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the
transfer as requested if: (i) in the case of certificated shares, the certificate representing such shares has been surrendered; 15  16




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(ii) (A) with respect to certificated shares, the indorsement is made by the person specified by the
certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the
registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated
 shares, the indorsement or instruction is made by any other appropriate person or by an agent who has actual
authority to act on behalf of the appropriate person; (iii) the Corporation has received a guarantee of signature of the person signing such indorsement or
instruction or such other reasonable assurance that the indorsement or instruction is genuine and authorized as
the Corporation may request; (iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is
enforceable in accordance with Section 7.8(a); and (v) such other conditions for such transfer as shall be provided for under applicable law have been
satisfied. (b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation
shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the
Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer
thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so. Section 7.7 Registered Stockholders.Before due presentment for registration of transfer of a certificate
representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated
shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper
purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or
notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares,
except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of
such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other
conditions as are provided under applicable law, may also so inspect the books and records of the Corporation. Section 7.8 Effect of the Corporations Restriction on Transfer. (a) A written restriction on the transfer or
registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned
by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing
such shares or, in the case of uncertificated shares, contained in a notice sent by the Corporation to the registered
owner of such shares within a reasonable time after the issuance or transfer of such shares, may be enforced against
the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. (b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or
on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise
lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are
certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and
such restriction was contained in a notice sent by the Corporation to the registered owner of such shares within a
reasonable time after the issuance or transfer of such shares. 16  17




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Section 7.9 Regulations. The Board shall have power and authority to make such additional rules and regulations,
subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the
issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may
appoint one or more transfer agents or registrars and may require for the validity thereof that certificates
representing shares bear the signature of any transfer agent or registrar so appointed. ARTICLE VIII
INDEMNIFICATION Section 8.1 Right to Indemnification.Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a proceeding), by reason of the fact that he or she is or was
a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter a Covered
Person), whether the basis of such proceeding is alleged action in an official capacity as a director, officer,
employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized or permitted by applicable law, as
the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation,
attorneys fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred
or suffered by such Covered Person in connection with such proceeding; provided, however, that, except as provided in
Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify a
Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such
proceeding (or part thereof) was authorized by the Board. Section 8.2 Right to Advancement of Expenses.In addition to the right to indemnification conferred in
Section 8.1, a Covered Person shall also have the right to be paid by the Corporation the expenses (including,
without limitation, attorneys fees) incurred in defending, testifying, or otherwise participating in any such
proceeding in advance of its final disposition (hereinafter an advancement of expenses); provided, however, that, if
the Delaware General Corporation Law (DGCL) requires, an advancement of expenses incurred by a Covered Person in his
or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is
rendered by such Covered Person, 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 Covered
Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a final adjudication) that such Covered Person is not entitled to be
indemnified for such expenses under this Article VIII or otherwise. 17  18




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Section 8.3 Right of Indemnitee to Bring Suit.If a claim under Section 8.1 or Section 8.2 is not
paid in full by the Corporation within 60 days after a written claim therefor 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
Covered Person may at any 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 terms of an undertaking, the Covered Person shall also be entitled to be paid the expense
of prosecuting or defending such suit. In (a) any suit brought by the Covered Person to enforce a right to
indemnification hereunder (but not in a suit brought by a Covered Person 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 entitled to recover such expenses upon a
final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the
DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee
of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered
Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation
(including a determination by its directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) that the Covered Person has not met such applicable standard of
conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the
case of such a suit brought by the Covered Person, shall be a defense to such suit. In any suit brought by the Covered
Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered
Person is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or
otherwise shall be on the Corporation. Section 8.4 Non-Exclusivity of Rights.The rights provided to Covered Persons pursuant to this Article
VIII shall not be exclusive of any other right which any Covered Person may have or hereafter acquire under
applicable law, the Certificate of Incorporation, these By-Laws, an agreement, a vote of stockholders or disinterested
directors, or otherwise. Section 8.5 Insurance.The Corporation may maintain insurance, at its expense, to protect itself and/or 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 or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the DGCL. Section 8.6 Indemnification of Other Persons.This Article VIII shall not limit the right of the
Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to
persons other than Covered Persons. Without limiting the foregoing, the Corporation may, to the extent authorized from
time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent
of the Corporation and to any other person who is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article
VIII with respect to the indemnification and advancement of expenses of Covered Persons under this Article
VIII. 18  19




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Section 8.7 Amendments.Any repeal or amendment of this Article VIII by the Board or the stockholders of
the Corporation or by changes in applicable law, or the adoption of any other provision of these By-Laws inconsistent
with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the
extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to
Covered Persons on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely
affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision. Section 8.8 Certain Definitions.For purposes of this Article VIII, (a) references to other enterprise
shall include any employee benefit plan; (b) references to fines shall include any excise taxes assessed on a person
with respect to an employee benefit plan; (c) references to serving at the request of the Corporation shall include
any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its
participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interest of the Corporation for purposes of Section 145 of the DGCL. Section 8.9 Contract Rights.The rights provided to Covered Persons pursuant to this Article VIII shall be
contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, agent
or employee and shall inure to the benefit of the Covered Persons heirs, executors and administrators. Section 8.10 Severability.If any provision or provisions of this Article VIII shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the
fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion
of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. ARTICLE IX
MISCELLANEOUS Section 9.1 Place of Meetings.If the place of any meeting of stockholders, the Board or committee of the Board
for which notice is required under these By-Laws is not designated in the notice of such meeting, such meeting shall be
held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion,
determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication
pursuant to Section 9.5 hereof, then such meeting shall not be held at any place. 19  20




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Section 9.2 Fixing Record Dates. (a)In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record
date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the
Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the business day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the business day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and
which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. (c) In order that the Corporation may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the
Board, the record date for determining stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is otherwise required, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or the Secretary of the Corporation.
Delivery made to the Corporations registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board and prior action by the Board is otherwise required,
the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall
be at the close of business on the day on which the Board adopts the resolution taking such prior action. Section 9.3 Means of Giving Notice. (a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these By-Laws
notice is required to be given to any director, such notice shall be given either (i) in writing and sent by hand
delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day
delivery, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral
notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand
delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail,
when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the
directors address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally
recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the
director at the directors address appearing on the records of the Corporation, (iv) if sent by facsimile
telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the
Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on
the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address,
location or number (as applicable) for such director appearing on the records of the Corporation. 20  21




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(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these
By-Laws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by
hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day
delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent
permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be
deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through
the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to
the stockholder at the stockholders address appearing on the stock ledger of the Corporation, (iii) if sent for next
day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon
prepaid, addressed to the stockholder at the stockholders address appearing on the stock ledger of the Corporation,
and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and
otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at
which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together
with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the
giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the
stockholder. A stockholder may revoke such stockholders consent to receiving notice by means of electronic
communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked
if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation
in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to
the Corporations transfer agent, or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. (c) Electronic Transmission. Electronic transmissionmeans any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process,
including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and
cablegram. 21  22




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(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may
be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any
provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written
notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is
given. A stockholder may revoke such stockholders consent by delivering written notice of such revocation to the
Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given
written notice by the Corporation of its intention to send such a single written notice shall be deemed to have
consented to receiving such single written notice. (e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the
Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such
notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency
for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without
notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a
certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is
required, that notice was given to all persons entitled to receive notice except such persons with whom communication
is unlawful. Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of
Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders
and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting
to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two
payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been
mailed addressed to such stockholder at such stockholders address as shown on the records of the Corporation and have
been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting
which shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice
had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such
stockholders then current address, the requirement that notice be given to such stockholder shall be reinstated. In
the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary
of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not
required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of
this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable
if the notice was given by electronic transmission. Section 9.4 Waiver of Notice.Whenever any notice is required to be given under applicable law, the Certificate of
Incorporation, or these By-Laws, a written waiver of such notice, signed before or after the date of such meeting by
the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said
notice, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the
Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends
for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully
called or convened. 22  23




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Section 9.5 Meeting Attendance via Remote Communication Equipment. (a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such
guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication: (i) participate in a meeting of stockholders; and (ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held
at a designated place or solely by means of remote communication, provided that (A) the Corporation shall
implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by
means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or
takes other action at the meeting by means of remote communication, a record of such votes or other action shall
be maintained by the Corporation. (b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation, or
these By-Laws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee
thereof by means of conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting,
except where a person participates in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting was not lawfully called or convened. Section 9.6 Dividends.The Board may from time to time declare, and the Corporation may pay, dividends (payable in
cash, property or shares of the Corporations capital stock) on the Corporations outstanding shares of capital stock,
subject to applicable law and the Certificate of Incorporation. Section 9.7 Reserves.The Board may set apart out of the funds of the Corporation available for dividends a
reserve or reserves for any proper purpose and may abolish any such reserve. 23  24




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Section 9.8 Contracts and Negotiable Instruments.Except as otherwise provided by applicable law, the Certificate
of Incorporation or these By-Laws, any contract, bond, deed, lease, mortgage or other instrument may be executed and
delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of
the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President or any Vice
President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on
behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board, Chief Executive
Officer, President or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease,
mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the
Corporation under such persons supervision and authority, it being understood, however, that any such delegation of
power shall not relieve such officer of responsibility with respect to the exercise of such delegated power. Section 9.9 Fiscal Year.The fiscal year of the Corporation shall be fixed by the Board. Section 9.10 Seal.The seal of the Corporation shall be in such form as shall from time to time be adopted by the
Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. Section 9.11 Books and Records.The books and records of the Corporation may be kept within or outside the State
of Delaware at such place or places as may from time to time be designated by the Board. Section 9.12 Resignation.Any director, committee member or officer may resign by giving notice thereof in writing
or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the
Secretary. The resignation shall take effect at the time specified therein, or at the time of receipt of such notice if
no time is specified or the specified time is earlier than the time of such receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. Section 9.13 Surety Bonds.Such officers, employees and agents of the Corporation (if any) as the Chairman of the
Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful
performance of their duties and for the restoration to the Corporation, in case of their death, resignation,
retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such
surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The
premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the
Secretary. Section 9.14 Securities of Other Corporations.Powers of attorney, proxies, waivers of notice of meeting, consents
in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President or any Vice President. Any
such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation
may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such
corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all
rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might
have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons. 24  25




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Section 9.15 Amendments.The Board shall have the power to adopt, amend, alter or repeal the By-Laws. The
affirmative vote of a majority of the Whole Board shall be required to adopt, amend, alter or repeal the Bylaws. The
By-Laws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to
any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the
Certificate of Incorporation, the affirmative vote of the holders of
at least
66 2/3% of the voting power
of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the By-Laws. 25  26