**Exhibit 3.2****THIRD AMENDED AND RESTATED****BYLAWS****OF****MAKO SURGICAL CORP.****1. OFFICES****1.1. Registered Office**The registered office of the Corporation shall be in Wilmington, Delaware, and the registeredagent in charge thereof shall be Corporation Service Company.**1.2. Other Offices**The Corporation may also have offices at such other places, both within and without the Stateof Delaware, as the Board of Directors may from time to time determine or as may be necessary oruseful in connection with the business of the Corporation.**2. MEETINGS OF STOCKHOLDERS****2.1. Place of Meetings**All meetings of the stockholders shall be held at such place (if any) within or without theState of Delaware as may be fixed from time to time by the Board of Directors, the Chairperson orthe President and stated in the notice of the meeting. Notwithstanding the foregoing, the Board ofDirectors may, in its sole discretion, determine that the meeting shall not be held at any place,but may instead be held by means of remote communication.**2.2. Annual Meetings**If required by applicable law, the Corporation shall hold annual meetings of stockholders, onsuch date and at such time as shall be designated from time to time by the Board of Directors, theChairperson or the President, at which stockholders shall elect a Board ofDirectors and transact such other business as may properly be brought before the meeting.
 
 

 
**2.3. Special Meetings**Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribedby statute, may be called only by the Board of Directors pursuant to a resolution adopted by theBoard of Directors.**2.4. Notice of Meetings**Notice of any meeting of stockholders, stating the place, if any, date and hour of themeeting, the means of remote communication, if any, by which stockholders and proxyholders may bedeemed to be present in person and vote at such meeting, and (if it is a special meeting) thepurpose or purposes for which the meeting is called, shall be given to each stockholder entitled tovote at such meeting not less than 10 nor more than 60 days before the date of the meeting (exceptto the extent that such notice is waived or is not required as provided in the General CorporationLaw of the State of Delaware (the “Delaware General Corporation Law”) or these Third Amended andRestated Bylaws of the Corporation (the “Bylaws”). Such notice shall be given in accordance with,and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section orsections) of the Delaware General Corporation Law.**2.5. Waivers of Notice**Whenever the giving of any notice is required by statute, the Third Amended and RestatedCertificate of Incorporation of the Company, as may be amended (the “Certificate of Incorporation”)or these Bylaws, a written waiver thereof signed by the person or persons entitled to said notice,or a waiver thereof by electronic transmission by the person entitled to said notice, delivered tothe Corporation, whether before or after the event as to which such notice is required, shall bedeemed equivalent to notice. If such a waiver is given by electronic transmission, the electronictransmission must either set forth or be submitted with information from which it can be determinedthat the electronic transmission was authorized by the stockholder. Attendance of a stockholder ata meeting shall constitute a waiver of notice of such meeting, except when the stockholder at thebeginning of the meeting objects to holding the meeting or transacting business at the meeting.
 
 

 
**2.6. Notice of Stockholder Business and Nomination of Director Candidates****2.6.1. Stockholder Business**At an annual or special meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting. To be properly brought before a meeting ofstockholders, business must be (i) specified in the notice of meeting (or any supplementthereto) given at the direction of the Board of Directors, (ii) properly brought before the meetingby or at the direction of the Board of Directors, or (iii) properly brought before a meeting by astockholder. For business to be properly brought before a meeting by a stockholder, it must be aproper matter for stockholder action under the Delaware General Corporation Law, and thestockholder must have given timely notice thereof in writing to the Secretary of the Corporation.To be timely, notice by a stockholder must be delivered to or mailed and received at the principalexecutive offices of the Corporation, not less than 120 days prior to the one year anniversary ofthe date of the Corporation’s proxy statement issued in connection with the prior year’s annualmeeting in the case of an annual meeting, and not less than 60 days prior to the meeting in thecase of a special meeting; provided, however, that if a public announcement of the date of thespecial meeting is not given at least 70 days before the scheduled date for such special meeting,then a stockholder’s notice shall be timely if it is received at the principal executive offices ofthe Corporation within 10 days following the date public notice of the meeting date is first given,whether by press release or other public filing.Notice by a stockholder to the Secretary of the Corporation shall set forth as to each matterthe stockholder proposes to bring before the annual or special meeting (i) a description of thebusiness desired to be brought before the meeting, (ii) the name and address of the stockholderproposing such business and of the beneficial owner, if any, on whose behalf the business is beingbrought, (iii) the class, series and number of shares of the Corporation which are beneficiallyowned by the stockholder and such other beneficial owner, and (iv) any material interest of thestockholder and such other beneficial owner in such business. In no event shall an announcement ofan adjournment or postponement of a meeting of stockholders commence a new time period (or extendany time period) for the giving of a stockholder’s notice as described above.**2.6.2. Nomination of Director Candidates**Subject to any provision of the Certificate of Incorporation or any Certificate ofDesignations establishing the rights of holders of any class or series of capital stock thenoutstanding, nominations for the election or re-election of directors at a meeting of thestockholders may be made by (i) the Board of Directors or a duly authorized committee thereof or(ii) any stockholder entitled to vote in the election of directors generally who complies with theprocedures set forth in these Bylaws and who is a stockholder of record at the time notice isdelivered to the Secretary of the Corporation. Subject to any provision of the Certificate ofIncorporation or any Certificate of Designations establishing the rights of holders of any class orseries of capital stock then outstanding, any stockholder entitled to vote in the election ofdirectors generally may nominate one or more persons for election or re-election as directors at anannual meeting only if timely notice of such stockholder’s intent to make such nominations has beengiven in writing to the Secretary of the Corporation. To be timely, notice of a stockholdernomination for a director to be elected must be delivered to or mailed and received at theprincipal executive offices of the Corporation, not less than 120 days prior to the one yearanniversary of the date of the Corporation’s proxy statement issued in connection with the prioryear’s annual meeting in the case of an annual meeting, and not less than 60 days prior to themeeting in the case of a special meeting; provided, however, that if a public announcement of thedate of the special meeting is not given at least 70 days before the scheduled date for such specialmeeting, then a stockholder’snomination shall be timely if it is received at the principal executive offices of the Corporationwithin 10 days following the date public notice of the meeting date is first given, whether bypress release or other public filing.
 
 

 
Each such notice shall set forth: (i) the name and address of the stockholder who intends tomake the nomination, of the beneficial owner, if any, on whose behalf the nomination is being madeand of each person to be nominated; (ii) a representation that the stockholder is the holder ofrecord of stock of the Corporation entitled to vote for the election of directors on the date ofsuch notice and intends to appear in person or by proxy at the meeting to nominate each personspecified in the notice; (iii) a description of all the arrangements or understandings between thestockholder or such beneficial owner and each nominee and any other person (naming such person)pursuant to which the nomination is to be made by the stockholder; (iv) such other informationregarding each nominee proposed by such stockholder as would be required to be included insolicitations of proxies for the election of directors in an election contest or is otherwiserequired pursuant to the federal securities laws and regulations, had the nominee been nominated,or intended to be nominated, by the Board of Directors; and (v) the consent of each nominee toserve as a director of the Corporation if so elected.Notwithstanding anything in this Section 2.6.2 to the contrary, in the event that the numberof directors to be elected to the Board of Directors of the Corporation at a annual meeting isincreased and there is no public announcement by the Corporation naming all of the nominees fordirector or specifying the size of the increased Board of Directors at least 130 days prior to theone year anniversary of the date of the Corporation’s proxy statement issued in connection with theprior year’s annual meeting, a stockholder’s notice required by this Section 2.6.2 shall also beconsidered timely, but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary of the Corporation at the principal executiveoffices of the Corporation not later than the close of business on the 10th day following the dayon which such public announcement is first made by the Corporation.**2.6.3. Compliance with Securities Exchange Act**(1) Notwithstanding the foregoing provisions of this Section 2.6, a stockholder shall alsocomply with all applicable requirements of the Securities Exchange Act of 1934 and the rules andregulations thereunder with respect to the matters set forth in this Section 2.6. Nothing in thisSection 2.6 shall be deemed to affect any rights (i) of stockholders to request inclusion ofproposals or nominations in the Corporation’s proxy statement pursuant to applicable rules andregulations promulgated under the Exchange Act or (ii) of the holders of any class of capital stockor series of preferred stock, if any, to elect directors pursuant to any applicable provisions ofthe Certificate of Incorporation.
 
 

 
**2.6.4 General**(1) Only such persons who are nominated in accordance with the procedures set forth in thisSection 2.6 shall be eligible to be elected at an annual or special meeting of stockholders of theCorporation to serve as directors and only such business shall beconducted at a meeting of stockholders as shall have been brought before the meeting in accordancewith the procedures set forth in these Bylaws. Except as otherwise provided by law, theCertificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power andduty to determine whether a nomination or any business proposed to be brought before the meetingwas made or proposed, as the case may be, in accordance with the procedures set forth in thisSection 2.6 and, if any proposed nomination or business is not in compliance with this Section 2.6,to declare that such nomination shall be disregarded or that such proposed business shall not betransacted.(2) For purposes of this Section 2.6, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or comparable national newsservice or in a document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.**2.7. Conduct of Meetings**The date and time of the opening and the closing of the polls for each matter upon which thestockholders will vote at a meeting shall be announced at the meeting by the chairman of themeeting. The Board of Directors may, to the extent not prohibited by law, adopt by resolution suchrules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.Except to the extent inconsistent with such rules and regulations as adopted by the Board ofDirectors, the chairman of the meeting of stockholders shall have the right and authority toconvene and to adjourn the meeting and to prescribe such rules, regulations and procedures and todo all such acts as, in the judgment of such chairman, are appropriate for the proper conduct ofthe meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors orprescribed by the chairman of the meeting, may to the extent not prohibited by law include, withoutlimitation, the following: (i) the establishment of an agenda or order of business for themeeting; (ii) rules and procedures for maintaining order at the meeting and the safety of thosepresent; (iii) limitations on attendance at or participation in the meeting to stockholders ofrecord of the Corporation, their duly authorized and constituted proxies or such other persons asthe chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after thetime fixed for the commencement thereof; and (v) limitations on the time allotted to questions orcomments by participants. The chairman of the meeting, in addition to making any otherdeterminations that may be appropriate to the conduct of the meeting, shall, if the facts warrant,determine and declare to the meeting that a matter or business was not properly brought before themeeting and, if such chairman should so determine, such chairman shall so declare to the meetingand any such matter or business not properly brought before the meeting shall not be transacted orconsidered.
 
 

 
**2.8. List of Stockholders**After the record date for a meeting of stockholders has been fixed, at least 10 days beforesuch meeting, the officer who has charge of the stock ledger of the Corporation shall make a listof all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing theaddress of each stockholder (but not the electronic mail address or other electronic contactinformation, unless the Board of Directors so directs) and the number of shares registered in thename of each stockholder. Such list shall be open to the examination of any stockholder for anypurpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on areasonably accessible electronic network, provided that the information required to gain access tosuch list is provided with the notice of the meeting, or (ii) during ordinary business hours, atthe principal place of business of the Corporation. If the meeting is to be held at a place, thensuch list shall also, for the duration of the meeting, be produced and kept open to the examinationof any stockholder who is present at the time and place of the meeting. If the meeting is to beheld solely by means of remote communication, then such list shall also be open to the examinationof any stockholder during the whole time of the meeting on a reasonably accessible electronicnetwork, and the information required to access such list shall be provided with the notice of themeeting.**2.9. Quorum at Meetings**Stockholders may take action on a matter at a meeting only if a quorum exists with respect tothat matter. Except as otherwise provided by statute or by the Certificate of Incorporation, theholders of a majority of the aggregate voting power of the shares outstanding and entitled to voteat the meeting, and who are present in person or represented by proxy, shall constitute a quorum atall meetings of the stockholders for the transaction of business. Where a separate vote by a classor series or classes or series is required, a majority of the aggregate voting power of theoutstanding shares of such class or series or classes or series, present in person or representedby proxy, shall constitute a quorum entitled to take action with respect to that vote on thatmatter. Once a share is represented for any purpose at a meeting (other than solely to object (i)to holding the meeting or transacting business at the meeting, or (ii) (if it is a special meeting)to consideration of a particular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice), it is deemed present for quorum purposes for the remainder of themeeting and for any adjournment of that meeting unless a new record date is or must be set for theadjourned meeting. The holders of a majority of the voting shares represented at a meeting,whether or not a quorum is present, may adjourn such meeting from time to time.
 
 

 
**2.10. Voting and Proxies**Unless otherwise provided in the Delaware General Corporation Law or in the Corporation’sCertificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholdershall be entitled to one vote on each matter, in person or by proxy, for each share of theCorporation’s capital stock that has voting power and that is held by such stockholder. No proxyshall be voted or acted upon after three years from its date, unless the proxy provides for alonger period. A duly executed appointment of proxy shall be irrevocable if the appointment formstates that it is irrevocable and if, and only as long as, it is coupled with an interestsufficient in law to support an irrevocable power. If authorized by the Board of Directors, andsubject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders notphysically present at a meeting of stockholders may, by means of remote communication, participatein a meeting of stockholders and be deemed present in person and vote at such meeting whether suchmeeting is held at a designated place or solely by means of remote communication, provided that (i)the Corporation implements reasonable measures to verify that each person deemed present andpermitted to vote at the meeting by means of remote communication is a stockholder or proxyholder,(ii) the Corporation implements reasonable measures to provide such stockholders and proxyholders areasonable opportunity to participate in the meeting and to vote on matters submitted to thestockholders, including an opportunity to read or hear the proceedings of the meeting substantiallyconcurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takesother action at the meeting by means of remote communication, a record of such vote or other actionis maintained by the Corporation.**2.11. Required Vote**When a quorum is present at any meeting of stockholders, all matters shall be determined,adopted and approved by the affirmative vote (which need not be by ballot) of the holders of amajority in voting power of the shares present in person or represented by proxy at the meeting andentitled to vote with respect to the matter, unless the proposed action is one upon which, byexpress provision of statutes, The NASDAQ Stock Market or of the Certificate of Incorporation, adifferent vote is specified and required, in which case such express provision shall govern andcontrol with respect to that vote on that matter. If the Certificate of Incorporation provides formore or less than one vote for any share, on any matter, every reference in these Bylaws to amajority or other proportion of stock, voting stock or shares shall refer to a majority or otherproportion of the votes of such stock, voting stock or shares. Where a separate vote by a class orclasses is required, the affirmative vote of the holders of a majority in voting power of theshares of such class or classes present in person or represented by proxy at the meeting shall bethe act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality invoting power of the shares present in person or represented by proxy at the meeting and entitled tovote on the election of directors.**3. DIRECTORS****3.1. Powers**The business and affairs of the Corporation shall be managed by or under the direction of theBoard of Directors, which may exercise all such powers of the Corporation and do all such lawfulacts and things, subject to any limitation set forth in the Certificate of Incorporation or asotherwise may be provided in the Delaware General Corporation Law.
 
 

 
**3.2. Number and Election**The number of directors which shall constitute the whole board shall not be fewer than threenor more than nine. The first board shall consist of three directors. Thereafter, within thelimits above specified, the number of directors shall be determined by resolution of the Board ofDirectors.**3.3. Nomination of Directors**The Board of Directors shall nominate candidates to stand for election as directors; and othercandidates also may be nominated by any stockholder of the Corporation, provided such othernomination(s) are submitted in writing to the Secretary of the Corporation in accordance withSection 2.6 hereof. The directors shall be elected at the annual meeting of the stockholders,except as provided in Section 3.4 hereof, and each director elected shall hold office until suchdirector’s successor is elected and qualified or until the director’s earlier death, resignation orremoval. Directors need not be stockholders.**3.4. Vacancies**Unless otherwise provided in the Certificate of Incorporation or in these Bylaws, vacanciesand newly-created directorships resulting from any increase in the authorized number of directorselected by all of the stockholders having the right to vote as a single class may be filled by theaffirmative vote of a majority of the directors then in office, although fewer than a quorum, or bya sole remaining director. Whenever the holders of any class or classes of stock or series thereofare entitled to elect one or more directors by the provisions of the Certificate of Incorporation,vacancies and newly-created directorships of such class or classes or series may be filled by theaffirmative vote of a majority of the directors elected by such class or classes or series thereofthen in office, or by a sole remaining director so elected. Each director so chosen shall holdoffice until the next election of directors of the class to which such director was appointed, anduntil such director’s successor is elected and qualified, or until the director’s earlier death,resignation or removal. In the event that one or more directors resign from the Board, effectiveat a future date, a majority of the directors then in office, including those who have so resigned,shall have power to fill such vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each director so chosen shall hold officeuntil the next election of directors, and until such director’s successor is elected and qualified,or until the director’s earlier death, resignation or removal.**3.5. Meetings****3.5.1. Regular Meetings**Regular meetings of the Board of Directors may be held without notice at such time and at suchplace as shall from time to time be determined by the Board of Directors.
 
 

 
**3.5.2. Special Meetings**Special meetings of the Board may be called by the Chairperson or President on one day’snotice to each director, either personally or by telephone, express delivery service (so that thescheduled delivery date of the notice is at least one day in advance of the meeting), telegram,facsimile transmission, electronic mail (effective when directed to an electronic mail address ofthe director), or other electronic transmission, as defined in Section 232(c) (or any successorsection) of the Delaware General Corporation Law (effective when directed to the director), and onfive days’ notice by mail (effective upon deposit of such notice in the mail). The notice need notdescribe the purpose of a special meeting.**3.5.3. Telephone Meetings**Members of the Board of Directors, or any committee thereof, may participate in a meeting ofthe board or such committee by means of conference telephone or other communication equipment bymeans of which all participating directors can simultaneously hear each other during the meeting.A director participating in a meeting by this means is deemed to be present in person at themeeting.**3.5.4. Action Without Meeting**Any action required or permitted to be taken at any meeting of the Board of Directors or anycommittee thereof may be taken without a meeting if all members of the Board of Directors or suchcommittee, as the case may be, consent thereto in writing or by electronic transmission, and thewriting or writings or electronic transmission or transmissions are filed with the minutes of theproceedings of the Board of Directors or such committee; provided however, that such electronictransmission or transmissions must either set forth or be submitted with information from which itcan be determined that the electronic transmission or transmissions were authorized by thedirector. Such filings shall be in paper form if the minutes are maintained in paper form andshall be in electronic form if the minutes are maintained in electronic form.**3.5.5. Waiver of Notice of Meeting**A director may waive any notice required by statute, the Certificate of Incorporation or theseBylaws before or after the date and time stated in the notice. Except as set forth below, thewaiver must be in writing, signed by the director entitled to the notice, or made by electronictransmission by the director entitled to the notice, and delivered to the Corporation for inclusionin the minute book. Notwithstanding the foregoing, a director’s attendance at or participation ina meeting waives any required notice to the director of the meeting unless the director at thebeginning of the meeting objects to holding the meeting or transacting business at the meeting anddoes not thereafter vote for or assent to action taken at the meeting. If waiver of notice isgiven by electronic transmission, such electronic transmission must either set forth or besubmitted with information from which it can be determined that the electronic transmission wasauthorized by the director.
 
 

 
**3.6. Quorum and Vote at Meetings**At all meetings of the board, a quorum of the Board of Directors consists of a majority of thetotal number of directors prescribed pursuant to Section 3.2 of these Bylaws. The vote of amajority of the directors present at any meeting at which there is a quorum shall be the act of theBoard of Directors, except as may be otherwise specifically provided by statute or by theCertificate of Incorporation or by these Bylaws.**3.7. Committees of Directors**The Board of Directors may designate one or more committees, each committee to consist of oneor more directors. The Board may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting of the committee. If amember of a committee shall be absent from any meeting, or disqualified from voting thereat, theremaining member or members present and not disqualified from voting, whether or not such member ormembers constitute a quorum, may, by unanimous vote, appoint another member of the Board ofDirectors to act at the meeting in the place of such absent or disqualified member. Any suchcommittee, to the extent provided in the resolution of the Board of Directors, shall have and mayexercise all the powers and authority of the Board of Directors in the management of the businessand affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it; but no such committee shall have the power or authority in referenceto approving or adopting, or recommending to the stockholders, any action or matter (other than theelection or removal of directors) expressly required by the Delaware General Corporation Law to besubmitted to stockholders for approval or adopting, amending or repealing any bylaw of theCorporation; and unless the resolution designating the committee, these Bylaws or the Certificateof Incorporation expressly so provide, no such committee shall have the power or authority todeclare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership andmerger pursuant to Section 253 of the Delaware General Corporation Law. Such committee orcommittees shall have such name or names as may be determined from time to time by resolutionadopted by the Board of Directors. Each committee shall keep regular minutes of its meetings andreport the same to the Board of Directors, when required. Unless otherwise specified in the Boardresolution appointing the Committee, all provisions of the Delaware General Corporation Law andthese Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorumand voting requirements of the Board of Directors apply, as well, to such committees and theirmembers. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or theresolution of the Board of Directors designating the committee, a committee may create one or moresubcommittees, each subcommittee to consist of one or more members of the committee, and delegateto a subcommittee any or all of the powers and authority of the committee.
 
 

 
**3.8. Compensation of Directors**(a) The Board of Directors shall have the authority to fix the compensation of directors. Nosuch payment shall preclude any director from serving the Corporation in any other capacity andreceiving compensation therefor.(b) Each director shall be entitled to reimbursement from the Corporation for his or herreasonable expenses incurred with respect to duties as a member of the Board of Directors or anycommittee thereof.**4. OFFICERS****4.1. Positions**The officers of the Corporation shall be a Chairperson, a President, a Secretary and aTreasurer, and such other officers as the Board of Directors (or an officer authorized by the Boardof Directors) from time to time may appoint, including one or more Vice Chairmen, Vice Presidents(including Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers. Each suchofficer shall exercise such powers and perform such duties as shall be set forth below and suchother powers and duties as from time to time may be specified by the Board of Directors or by anyofficer(s) authorized by the Board of Directors to prescribe the duties of such other officers.Any number of offices may be held by the same person, except that in no event shall the Presidentand the Secretary be the same person. As set forth below, each of the Chairperson, President,and/or any Vice President (including any Senior Vice President) may execute bonds, mortgages andother contracts under the seal of the Corporation, if required, except where required or permittedby law to be otherwise executed and except where the execution thereof shall be expressly delegatedby the Board of Directors to some other officer or agent of the Corporation.**4.2. Chairperson**The Chairperson shall (when present) preside at all meetings of the Board of Directors andstockholders, and shall ensure that all orders and resolutions of the Board of Directors andstockholders are carried into effect. The Chairperson may execute bonds, mortgages and othercontracts, under the seal of the Corporation, if required, except where required or permitted bylaw to be otherwise signed and executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent of the Corporation.**4.3. President**The President shall be the chief operating officer of the Corporation and shall have fullresponsibility and authority for management of the day-to-day operations of the Corporation. ThePresident may execute bonds, mortgages and other contracts, under the seal of the Corporation,if required, except where required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated by the Board ofDirectors to some other officer or agent of the Corporation.
 
 

 
**4.4. Vice Presidents (including Senior Vice Presidents)**In the absence of the President or in the event of the President’s inability or refusal toact, the Senior Vice President (or in the event there be more than one Senior Vice President, theSenior Vice Presidents in the order designated, or in the absence of any designation, then in theorder of their election) shall perform the duties of the President, and when so acting shall haveall the powers of, and be subject to all the restrictions upon, the President. In the absence ofthe Senior Vice President or in the Senior Vice President’s inability or refusal to act, the VicePresident (or in the event there be more than one Vice President, the Vice Presidents in the orderdesignated, or in the absence of any designation, then in the order of their election) shallperform the duties of the President, and when so acting shall have all the powers of, and besubject to all the restrictions upon, the President.**4.5. Secretary**The Secretary shall have responsibility for preparation of minutes of meetings of the Board ofDirectors and of the stockholders and for authenticating records of the Corporation. The Secretaryshall give, or cause to be given, notice of all meetings of the stockholders and special meetingsof the Board of Directors. The Secretary or an Assistant Secretary may also attest all instrumentssigned by any other officer of the Corporation.**4.6. Assistant Secretary**The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the orderdetermined by the Board of Directors (or if there shall have been no such determination, then inthe order of their election), shall, in the absence of the Secretary or in the event of theSecretary’s inability or refusal to act, perform the duties and exercise the powers of theSecretary.**4.7. Treasurer**The Treasurer shall have responsibility for the custody of the corporate funds and securitiesand shall see to it that full and accurate accounts of receipts and disbursements are kept in booksbelonging to the Corporation. The Treasurer shall render to the Chairperson, the President, andthe Board of Directors, upon request, an account of all financial transactions and of the financialcondition of the Corporation.
 
 

 
**4.8. Assistant Treasurer**The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in theorder determined by the Board of Directors (or if there shall have been no such determination, thenin the order of their election), shall, in the absence of the Treasurer or in the event of theTreasurer’s inability or refusal to act, perform the duties and exercise the powers of theTreasurer.**4.9. Term of Office**The officers of the Corporation shall hold office until their successors are chosen andqualify or until their earlier resignation or removal. Any officer may resign at any time uponwritten notice to the Corporation. Any officer elected or appointed by the Board of Directors maybe removed at any time, with or without cause, by the affirmative vote of a majority of the Boardof Directors.**4.10. Compensation**The compensation of officers of the Corporation shall be fixed by the Board of Directors or byany officer(s) authorized by the Board of Directors to prescribe the compensation of such otherofficers.**4.11. Fidelity Bonds**The Corporation may secure the fidelity of any or all of its officers or agents by bond orotherwise.**5. CAPITAL STOCK****5.1. Certificates of Stock; Uncertificated Shares**The shares of the Corporation shall be represented by certificates, provided that the Board ofDirectors may provide by resolution that some or all of any or all classes or series of theCorporation’s stock shall be uncertificated shares. Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to the Corporation. Everyholder of stock represented by certificates, upon request, shall be entitled to have a certificate(representing the number of shares registered in certificate form) signed in the name of theCorporation by the Chairperson, President or any Vice President (including Senior Vice Presidents),and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of theCorporation. Any or all the signatures on the certificate may be a facsimile. In case anyofficer, transfer agent or registrar whose signature or facsimile signature appears on acertificate shall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effect as if such personwere such officer, transfer agent orregistrar at the date of issue.
 
 

 
**5.2. Lost Certificates**The Board of Directors, Chairperson, President or Secretary may direct a new certificate ofstock to be issued in place of any certificate theretofore issued by the Corporation and alleged tohave been lost, stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming that the certificate of stock has been lost, stolen or destroyed. When authorizing suchissuance of a new certificate, the board or any such officer may, as a condition precedent to theissuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates,or such owner’s legal representative, to advertise the same in such manner as the board or suchofficer shall require and/or to give the Corporation a bond or indemnity, in such sum or on suchterms and conditions as the board or such officer may direct, as indemnity against any claim thatmay be made against the Corporation on account of the certificate alleged to have been lost, stolenor destroyed or on account of the issuance of such new certificate or uncertificated shares.**5.3. Record Date****5.3.1. Actions by Stockholders**In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders, the Board of Directors may fix a record date, which record dateshall not precede the date upon which the resolution fixing the record date is adopted by the Boardof Directors, and which record date shall not be more than 60 days nor less than 10 days before thedate of such meeting. If no record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting of stockholders shall be theclose of business on the day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which the meeting is held. Adetermination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes anew record date for the adjourned meeting.**5.3.2. Payments**In order that the Corporation may determine the stockholders entitled to receive payment ofany dividend or other distribution or allotment of any rights or the stockholders entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date is adopted, and which recorddate shall be not more than 60 days prior to such action. If no record date is fixed, the recorddate for determining stockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.
 
 

 
**5.4. Stockholders of Record**The Corporation shall be entitled to recognize the exclusive right of a person registered onits books as the owner of shares to receive dividends, to receive notifications, to vote as suchowner, and to exercise all the rights and powers of a record owner. The Corporation shall not bebound to recognize any equitable or other claim to or interest in such share or shares on the partof any other person, whether or not it shall have express or other notice thereof, except asotherwise may be provided by the Delaware General Corporation Law.**6. INDEMNIFICATION; INSURANCE****6.1. Authorization of Indemnification**(a) Subject to Section 6.3, the Corporation shall indemnify, to the full extent that it shallhave power under applicable law to do so and in a manner permitted by such law, any person who ismade or threatened to be made a party to any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative (hereinafter, a“Proceeding”), by reason of the fact that such person is or was a director or officer of theCorporation, or while serving as a director or officer of the Corporation, is or was serving at therequest of Corporation as a director, officer, employee, partner (limited or general) or agent ofanother corporation or of a partnership, joint venture, limited liability company, trust, or otherenterprise, including service with respect to an employee benefit plan (collectively, “AnotherEnterprise”).(b) The Corporation may indemnify, to the full extent that it shall have power underapplicable law to do so and in a manner permitted by such law, any person who is made or threatenedto be made a party to any Proceeding, by reason of the fact that such person is or was an employeeor agent of the Corporation, or while not serving as a director or officer of the Corporation, isor was serving at the request of the Corporation as a director, officer, employee, or agent ofAnother Enterprise.**6.2. Advancement of Expenses**(a) Subject to Section 6.3, with respect to any person who is made or threatened to be made aparty to any threatened, pending, or completed Proceeding, by reason of the fact that such personis or was a director or officer of the Corporation or while serving as a director or officer of theCorporation, is or was serving at the request of Corporation as a director, officer, employee, oragent of Another Enterprise, the Corporation shall pay the expenses (including attorneys’ fees)incurred by such person in defending any such Proceeding in advance of its final disposition(hereinafter an “advancement of expenses”); provided, however, that any advancement of expensesshall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person torepay all amounts advanced if it shall ultimately be determined by final judicial decision from whichthere is no further right to appeal that such person is not entitled to beindemnified for such expenses under this Section 6 or otherwise.
 
 

 
(b) With respect to any person who is made or threatened to be made a party to any Proceeding,by reason of the fact that such person is or was an employee or agent of the Corporation, or whilenot serving as a director or officer of the Corporation, is or was serving at the request of theCorporation as a director, officer, employee, or agent of Another Enterprise, the Corporation may,in its discretion and upon such terms and conditions, if any, as the Corporation deems appropriate,pay the expenses (including attorneys’ fees) incurred by such person in defending any suchProceeding in advance of its final disposition.**6.3. Actions Initiated Against the Corporation**Anything in Section 6.1(a) or Section 6.2(a) of this Article 6 to the contrarynotwithstanding, except as provided in Section 6.5(b) of this Article 6, with respect to aProceeding initiated against the Corporation by any person who is or was serving as a director orofficer of the Corporation (or by a person who, while serving as a director or officer of theCorporation, is or was serving at the request of Corporation as a director, officer, employee, oragent of Another Enterprise), whether initiated in such capacity or in any other capacity, theCorporation shall not be required to indemnify or to advance expenses (including attorneys’ fees)to such person in connection with prosecuting such Proceeding (or part thereof) or in defending anycounterclaim, cross-claim, affirmative defense, or like claim of the Corporation in such Proceeding(or part thereof) unless such Proceeding was authorized by the Board of Directors of theCorporation.**6.4. Contract Rights**With respect to any person who is made or threatened to be made a party to any Proceeding, byreason of the fact that such person is or was a director or officer of the Corporation, or whileserving as a director or officer of the Corporation, is or was serving at the request ofCorporation as a director, officer, employee, or agent of Another Enterprise, the rights toindemnification and to the advancement of expenses conferred in Sections 6.1(a) and 6.2(a) of thisArticle 6 shall be contract rights. Any amendment, repeal, or modification of, or adoption of anyprovision inconsistent with, this Article 6 (or any provision hereof) shall not adversely affectany right to indemnification or advancement of expenses granted to any person pursuant hereto withrespect to any act or omission of such person occurring prior to the time of such amendment,repeal, modification, or adoption (regardless of whether the Proceeding relating to such acts oromissions is commenced before or after the time of such amendment, repeal, modification, oradoption).
 
 

 
**6.5. Claims**(a) If (i) a claim under Section 6.1(a) of this Article 6 with respect to any right toindemnification is not paid in full by the Corporation within 100 days after a written demand has beenreceived by the Corporation or (ii) a claim under Section 6.2(a) of this Article 6 withrespect to any right to the advancement of expenses is not paid in full by the Corporation within30 days after a written demand has been received by the Corporation, then the person seeking toenforce a right to indemnification or to an advancement of expenses, as the case may be, may at anytime thereafter bring suit against the Corporation to recover the unpaid amount of the claim.(b) If successful in whole or in part in any suit brought pursuant to Section 6.5(a) of thisArticle 6, or in a suit brought by the Corporation to recover an advancement of expenses (whetherpursuant to the terms of an undertaking or otherwise), the person seeking to enforce a right toindemnification or an advancement of expenses hereunder or the person from whom the Corporationsought to recover an advancement of expenses, as the case may be, shall be entitled to be paid bythe Corporation the reasonable expenses (including attorneys’ fees) of prosecuting or defendingsuch suit.(c) In any suit brought by a person seeking to enforce a right to indemnification hereunder(but not a suit brought by a person seeking to enforce a right to an advancement of expenseshereunder), it shall be a defense that the person seeking to enforce a right to indemnification hasnot met any applicable standard for indemnification under applicable law. With respect to any suitbrought by a person seeking to enforce a right to indemnification or right to advancement ofexpenses hereunder or any suit brought by the Corporation to recover an advancement of expenses(whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of theCorporation to have made a determination prior to commencement of such suit that indemnification ofsuch person is proper in the circumstances because such person has met the applicable standards ofconduct under applicable law, nor (ii) an actual determination by the Corporation that such personhas not met such applicable standards of conduct, shall create a presumption that such person hasnot met the applicable standards of conduct or, in a case brought by such person seeking to enforcea right to indemnification, be a defense to such suit.(d) In any suit brought by a person seeking to enforce a right to indemnification or to anadvancement of expenses hereunder, or by the Corporation to recover an advancement of expenses(whether pursuant to the terms of an undertaking or otherwise), the burden shall be on theCorporation to prove that the person seeking to enforce a right to indemnification or to anadvancement of expenses or the person from whom the Corporation seeks to recover an advancement ofexpenses is not entitled to be indemnified, or to such an advancement of expenses, under thisArticle 6 or otherwise.
 
 

 
**6.6. Determination of Entitlement to Indemnification**Any indemnification required or permitted under this Article 6 (unless ordered by a court)shall be made by the Corporation only as authorized in the specific case upon a determination thatindemnification of the present or former director, officer, employee or agent is proper in thecircumstances because he or she has met all applicable standards of conduct set forth in thisArticle 6 and Section 145 of the Delaware General Corporation Law. Such determination shall bemade, with respect to a person who is a director or officer of the Corporation at the time of suchdetermination, (i) by a majority vote of the directors who are not parties to suchaction, suit or proceeding, even though less than a quorum; (ii) by a committee of such directorsdesignated by majority vote of such directors, even though less than a quorum; (iii) if there areno such directors, or if such directors so direct, by independent legal counsel in a writtenopinion; or (iv) by the stockholders. Such determination shall be made, with respect to any personwho is not a director or officer of the Corporation at the time of such determination, in themanner determined by the Board of Directors (including in such manner as may be set forth in anygeneral or specific action of the Board of Directors applicable to indemnification claims by suchperson) or in the manner set forth in any agreement to which such person and the Corporation areparties.**6.7. Non-Exclusive Rights**The indemnification and advancement of expenses provided in this Article VI shall not bedeemed exclusive of any other rights to which any person may be entitled under any bylaw,agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in suchperson’s official capacity and as to action in another capacity while holding such office, andshall continue as to a person who has ceased to be such director, officer, employee, or agent andshall inure to the benefit of the heirs, executors, and administrators of such person.**6.8. Insurance**The Corporation may purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee, or agent of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, employee, or agent of Another Enterprise against anyliability asserted against such person and incurred by such person in any such capacity, or arisingout of such person’s status as such, whether or not the Corporation would have the power toindemnify such person against such liability under the provisions of this Article 6 or otherwise.**6.9. Severability**If any provision or provisions of this Article 6 shall be held to be invalid, illegal, orunenforceable for any reason whatsoever: (i) the validity, legality, and enforceability of theremaining provisions of this Article 6 (including, without limitation, each portion of anyparagraph or clause containing any such provision held to be invalid, illegal, or unenforceable,that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affectedor impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article 6(including, without limitation, each such portion of any paragraph or clause containing any suchprovision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect tothe intent manifested by the provision held invalid, illegal, or unenforceable.
 
 

 
**6.10. Miscellaneous**For purposes of this Article 6: (i) references to serving at the request of the Corporationas a director or officer of Another Enterprise shall include any service as a director or officerof the Corporation that imposes duties on, or involves services by, such director or officer withrespect to an employee benefit plan; (ii) references to serving at the request of the Corporationas a employee or agent of Another Enterprise shall include any service as an employee or agent ofthe Corporation that imposes duties on, or involves services by, such employee or agent withrespect to an employee benefit plan; (iii) a person who acted in good faith and in a manner suchperson reasonably believed to be in the interest of the participants and beneficiaries of anemployee benefit plan shall be deemed to have acted in a manner not opposed to the best interestsof the Corporation; and (iv) references to a director of Another Enterprise shall include, in thecase of any entity that is not managed by a board of directors, such other position, such asmanager or trustee or member of the governing body of such entity, that entails responsibility forthe management and direction of such entity’s affairs, including, without limitation, generalpartner of any partnership (general or limited) and manager or managing member of any limitedliability company.**6.11. Survival of Indemnification**The indemnification and advance payment of expenses and rights thereto provided by, or grantedpursuant to, Article 6 hereof shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee, partner or agent andshall inure to the benefit of the personal representatives, heirs, executors and administrators ofsuch person.**7. GENERAL PROVISIONS****7.1. Inspection of Books and Records**Any stockholder, in person or by attorney or other agent, shall, upon written demand underoath stating the purpose thereof, have the right during the usual hours for business to inspect forany proper purpose, and to make copies or extracts from: (i) the Corporation’s stock ledger, alist of its stockholders, and its other books and records; and (ii) other documents as required bylaw. A proper purpose shall mean a purpose reasonably related to such person’s interest as astockholder. In every instance where an attorney or other agent shall be the person who seeks theright to inspection, the demand under oath shall be accompanied by a power of attorney or suchother writing which authorizes the attorney or other agent to so act on behalf of the stockholder.The demand under oath shall be directed to the Corporation at its registered office or at itsprincipal place of business.
 
 

 
**7.2. Dividends**The Board of Directors may declare dividends upon the capital stock of the Corporation,subject to the provisions of the Certificate of Incorporation and the laws of the State ofDelaware.**7.3. Reserves**The directors of the Corporation may set apart, out of the funds of the Corporation availablefor dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.**7.4. Voting Shares in Other Business Entites**The President or any other officer of the Corporation designated by the Board of Directors mayvote any and all shares of stock or other equity interest held by the Corporation in any othercorporation or other business entity, and may exercise on behalf of the Corporation any and allrights and powers incident to the ownership of such stock or other equity interest.**7.5. Execution of Instruments**All checks, drafts or other orders for the payment of money, and promissory notes of theCorporation shall be signed by such officer or officers or such other person or persons as theBoard of Directors may from time to time designate.**7.6. Fiscal Year**The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.**7.7. Seal**The corporate seal shall be in such form as the Board of Directors shall approve. The sealmay be used by causing it or a facsimile thereof to be impressed or affixed or otherwisereproduced.**7.8. Electronic Transmission**For purposes of these Bylaws, “electronic transmission” means any form of communication, notdirectly 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 formby such a recipient through an automated process.
 
 

 
**7.9. Amendments**These Bylaws may be altered, amended or repealed, and new Bylaws may be made, by theaffirmative vote of a majority of the Board of Directors. These Bylaws may also be altered,amended or repealed, and new Bylaws may be made, by the stockholders of the Corporation by theaffirmative vote of the holders of a two-thirds majority in voting power of the Corporation’soutstanding capital stock entitled to vote at an election of directors, voting together as a singleclass.**7.10. Certificate of Incorporation**Notwithstanding anything to the contrary contained herein, if any provision contained in theseBylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, suchprovision of these Bylaws shall be superseded by the inconsistent provision in the Certificate ofIncorporation to the extent necessary to give effect to such provision in the Certificate ofIncorporation.* * * * *
 
 

 
The foregoing Bylaws were adopted by the Board of Directors on January 9, 2008.     /s/ Menashe R. Frank     Secretary