DCM Exhibit G -2

Bylaws
AMENDED AND RESTATED BYLAWS 

OF 

ARISTOTLE EXCHANGE DCM, INC. 
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Table of Contents 

Section Page 

ARTICLE I 

MISSION STATEMENT AND OFFICES

Section 1.01. Mission Statement ............................................................................................................. 1

Section 1.02. Registered Office............................................................................................................... 1

Section 1.03. Other Offices ..................................................................................................................... 1

ARTICLE II 

MEETINGS OF STOCKHOLDERS

Section 2.01. Annual Meetings ............................................................................................................... 1

Section 2.02. Special Meetings ............................................................................................................... 1

Section 2.03. Place of Meetings .............................................................................................................. 1

Section 2.04. Notice of Meetings ............................................................................................................ 2

Section 2.05. Waiver of Notice ............................................................................................................... 2

Section 2.06. Adjournments .................................................................................................................... 2

Section 2.07. Quorum ............................................................................................................................. 2

Section 2.08. Voting ............................................................................................................................... 3

Section 2.09. Proxies .............................................................................................................................. 3

Section 2.10. Joint Owner of Stock ......................................................................................................... 3

Section 2.11. Stockholders’ Consent in Lieu of Meeting ......................................................................... 3

ARTICLE III 

BOARD OF DIRECTORS

Section 3.01. General Powers ................................................................................................................. 4

Section 3.02. Number and Term of Office............................................................................................... 4

Section 3.03. Resignation ....................................................................................................................... 4

Section 3.04. Removal ............................................................................................................................ 5

Section 3.05. Vacancies .......................................................................................................................... 5

Section 3.06. Meetings ........................................................................................................................... 5

Section 3.07. Committees of the Board ................................................................................................... 6

Section 3.08. Directors’ Consent in Lieu of Meeting ............................................................................... 6

Section 3.09. Action by Means of Telephone or Similar Communications Equipment ............................. 6

Section 3.10. Compensation.................................................................................................................... 6

ARTICLE IV 

OFFICERS

Section 4.01. Officers ............................................................................................................................. 7

Section 4.02. Inability to Act .................................................................................................................. 7

Section 4.03. Authority and Duties ......................................................................................................... 7

Section 4.04. Term of Office, Resignation and Removal ......................................................................... 7

Section 4.05. Vacancies .......................................................................................................................... 7

Section 4.06. The Chairman .................................................................................................................... 7

Section 4.07. The Chief Executive Officer .............................................................................................. 7

Section 4.08. The President..................................................................................................................... 8
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Section 4.09. Vice Presidents .................................................................................................................. 8

Section 4.10. The Chief Financial Officer ............................................................................................... 8

Section 4.11. The Secretary .................................................................................................................... 8

Section 4.12. Compensation.................................................................................................................... 9

Section 4.13. Officers Holding More Than One Office............................................................................ 9

ARTICLE V 

CHECKS, DRAFTS, NOTES, AND PROXIES

Section 5.01. Checks, Drafts and Notes................................................................................................... 9

Section 5.02. Execution of Proxies.......................................................................................................... 9

ARTICLE VI 

SHARES AND TRANSFERS OF SHARES

Section 6.01. Certificates Evidencing Shares........................................................................................... 9

Section 6.02. Stock Ledger ..................................................................................................................... 9

Section 6.03. Transfers of Shares ............................................................................................................ 9

Section 6.04. Addresses of Stockholders ............................................................................................... 10

Section 6.05. Lost, Destroyed and Mutilated Certificates ...................................................................... 10

Section 6.06. Regulations ..................................................................................................................... 10

Section 6.07. Fixing Date for Determination of Stockholders of Record ................................................ 10

ARTICLE VII 

SEAL

Section 7.01. Seal ................................................................................................................................. 10

ARTICLE VIII 

FISCAL YEAR

Section 8.01. Fiscal Year ...................................................................................................................... 10

ARTICLE IX 

INDEMNIFICATION AND INSURANCE

Section 9.01. Indemnification ............................................................................................................... 11

Section 9.02. Insurance for Indemnification .......................................................................................... 12

Section 9.03. Saving Clause .................................................................................................................. 13

ARTICLE X 

AMENDMENTS

Section 10.01. Amendments ................................................................................................................. 13
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AMENDED AND RESTATED BYLAWS 

OF 

ARISTOTLE EXCHANGE DCM, INC. 

ARTICLE I 

MISSION STATEMENT AND OFFICES

Section 1.01. Mission Statement. The mission of Aristotle Exchange DCM, Inc. (the 

“Corporation”) is to provide a forum for individuals and organizations to invest, hedge, and profit from 

the outcomes of events that are important to those individuals, the marketplace of events and ideas, as 

well as society as a whole. By offering event contracts, the Corporation will be providing information 

related to event outcomes and the importance of those outcomes, to individuals, institutions, 

organizations, and government entities so that those who consume the information are able to better act 

relative to the event and the underlying meaning of the event. 

Section 1.02. Registered Office. The registered office of Aristotle Exchange DCM, 

Inc. (the “Corporation”) in the State of Delaware shall be at the office of The Corporation Trust 

Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801, and 

the registered agent in charge thereof shall be The Corporation Trust Company. 

Section 1.03. Other Offices. The Corporation may also have an office or offices at any 

other place or places within or without the State of Delaware as the Board of Directors of the Corporation 

(the “Board”) may from time to time determine or the business of the Corporation may from time to time 

require. 

ARTICLE II 

MEETINGS OF STOCKHOLDERS 

Section 2.01. Annual Meetings. The annual meeting of stockholders of the Corporation 

for the election of directors of the Corporation, and for the transaction of such other business as may 

properly come before such meeting, shall be held at such place, date and time as shall be fixed by the 

Board and designated in the notice or waiver of notice of such annual meeting; provided, however, that no 

annual meeting of stockholders need be held if all actions, including the election of directors, required by 

the General Corporation Law of the State of Delaware (the “General Corporation Law”) to be taken at 

such annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.11 hereof. 

Section 2.02. Special Meetings. Special meetings of stockholders for any purpose or 

purposes may be called by the Board or the Chairman of the Board, the President or the Secretary of the 

Corporation or by the recordholders of at least a majority of the shares of common stock of the 

Corporation issued and outstanding and entitled to vote thereat, to be held at such place, date and time as 

shall be designated in the notice or waiver of notice thereof. 

Section 2.03. Place of Meetings. Meetings of the stockholders of the Corporation may 

be held at such a place, either within or without the State of Delaware, as may be determined from time to 
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time by the Board. 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 as provided under the 

General Corporation Law. 

Section 2.04. Notice of Meetings. (a) Except as otherwise provided by law, written 

notice of each annual or special meeting of stockholders stating the place, date and time of such meeting 

and, in the case of a special meeting, the purpose or purposes for which such meeting is to be held, shall 

be given personally, by first-class (airmail in the case of international communications), certified or 

registered mail, return receipt requested, facsimile or other form of electronic transmission to each 

recordholder of shares entitled to vote thereat, not less than 10 nor more than 60 days before the date of 

such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States 

mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears in the records 

of the Corporation. If, prior to the time of mailing, the Secretary of the Corporation (the “Secretary”) 

shall have received from any stockholder a written request that notices intended for such stockholder are 

to be mailed to some address other than the address that appears in the records of the Corporation, notices 

intended for such stockholder shall be mailed to the address designated in such request. 

(b) Notice of a special meeting of stockholders may be given by the person or 

persons calling the meeting, or, upon the written request of such person or persons, such notice shall be 

given by the Secretary on behalf of such person or persons. If the person or persons calling a special 

meeting of stockholders give notice thereof, such person or persons shall deliver a copy of such notice to 

the Secretary. Each request to the Secretary for the giving of notice of a special meeting of stockholders 

shall state the purpose or purposes of such meeting. 

Section 2.05. Waiver of Notice. Notice of any annual or special meeting of 

stockholders need not be given to any stockholder who files a written waiver of notice with the Secretary, 

signed by the person entitled to notice, whether before or after such meeting. Neither the business to be 

transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of 

notice thereof. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver 

of notice of such meeting, except when such stockholder attends a meeting for the express purpose of 

objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the 

notice of such meeting was inadequate or improperly given. Any stockholder so waiving notice of such 

meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had 

been given. 

Section 2.06. Adjournments. Whenever a meeting of stockholders, annual or special, is 

adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, 

time and place thereof are announced at the meeting at which the adjournment is taken. If the 

adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the 

adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote 

thereat. At the adjourned meeting, any business may be transacted which might have been transacted at 

the original meeting. 

Section 2.07. Quorum. Except as otherwise provided by law or the Certificate of 

Incorporation of the Corporation (the “Certificate of Incorporation”) or these Amended and Restated 

Bylaws (the “Bylaws”), the recordholders of a majority of the shares entitled to vote thereat, present in 

person, by remote communication or by proxy, shall constitute a quorum for the transaction of business at 

all meetings of stockholders, whether annual or special. If, however, such quorum shall not be present in 

person or by proxy at any meeting of stockholders, the chairman of the meeting or the stockholders 

present and entitled to vote thereat may, by the vote of the recordholders of a majority of the shares held 
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by such present stockholders, adjourn the meeting from time to time in accordance with Section 2.06 

hereof until a quorum shall be present in person or by proxy. 

Section 2.08. Voting. Unless otherwise provided by the General Corporation Law or in 

the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be 

entitled to one vote for each share of stock held by such stockholder which has voting power upon the 

matter in question. Except as otherwise provided by law or the Certificate of Incorporation or these 

Bylaws, when a quorum is present at any meeting of stockholders, the vote of the recordholders of a 

majority of the shares constituting such quorum shall decide any question brought before such meeting, 

except that, where a separate vote by a class or series of classes of shares is required, a quorum shall 

consist of no less than a majority of the voting power of all outstanding shares of stock of such class or 

series of classes, as applicable. 

Section 2.09. Proxies. Each stockholder entitled to vote at a meeting of stockholders or 

to express, in writing or by electronic transmission, consent to or dissent from any action of stockholders 

without a meeting may authorize another person or persons to act for such stockholder by proxy. Such 

proxy shall be filed with the Secretary before such meeting of stockholders or such action of stockholders 

without a meeting, at such time as the Board may require. No proxy shall be voted or acted upon more 

than three years from its date, unless the proxy provides for a longer period. 

Section 2.10. Joint Owner of Stock. If shares or other securities having voting power 

stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, 

joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have 

the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to 

the contrary and is furnished with a copy of the instrument or the order appointing them or creating the 

relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) 

if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority binds all; (c) 

if more than one (1) votes, but the vote is evenly split on any particular matter, each fraction may vote the 

securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as 

provided in General Corporation Law, Section 217(b). If the instrument filed with the Secretary shows 

that any such tenancy is held in unequal interests, a majority or even-split for the purpose of General 

Corporation Law, Section 217(b)(3) shall be a majority or an even-split in interest. 

Section 2.11. Stockholders’ Consent in Lieu of Meeting. 

(a) Any action required by the General Corporation Law to be taken at any annual or 

special meeting of stockholders, and any action which may be taken at any annual or special meeting of 

stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in 

writing, setting forth the action so taken, shall be signed by the recordholders of shares having not less 

than the minimum number of votes necessary to authorize or take such action at a meeting at which the 

recordholders of all shares entitled to vote thereon were present and voted. 

(b) Every written consent or electronic transmission shall bear the date of signature 

of each stockholder who signs the consent, and no written consent or electronic transmission shall be 

effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated 

consent delivered to the Corporation in the manner herein required, written consent or electronic 

transmissions signed by a sufficient number of stockholders to take action are delivered to the 

Corporation by delivery to its registered office in the State of Delaware, its principal place of business or 

any officer or agent of the Corporation having custody of the book in which proceedings of meetings of 

stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by 

certified or registered mail, return receipt requested. 
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(c) Prompt notice of the taking of the corporate action without a meeting by less than 

unanimous written consent shall be given to those stockholders who have not consented in writing or by 

electronic transmission and who, if the action had been taken at a meeting, would have been entitled to 

notice of the meeting if the record date for such meeting had been the date that written consents signed by 

a sufficient number of stockholders to take action were delivered to the Corporation as provided in 

Section 228(c) of the General Corporation Law. If the action which is consented to is such as would 

require the filing of a certificate under any section of the General Corporation Law if such action had 

been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall 

state, in lieu of any statement required by such section concerning any vote of the stockholders, that 

written consent has been given in accordance with Section 228 of the General Corporation Law. 

(d) An electronic transmission consenting to an action to be taken and transmitted by 

a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this 

section, provided that any such electronic transmission sets forth or is delivered with information from 

which the Corporation can determine (i) that the electronic transmission was transmitted by the 

stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date 

on which such stockholder or proxyholder or authorized person or persons transmitted such electronic 

transmission. The date on which such electronic transmission is transmitted shall be deemed to be the 

date on which such consent was signed. Consents given by electronic transmission may be otherwise 

delivered to the principal place of business of the Corporation or to an officer or agent of the corporation 

having custody of the book in which proceedings of meetings of Stockholders are recorded if, to the 

extent and in the manner provided by resolution of the Corporation's Board. Any copy, facsimile or other 

reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for 

any and all purposes for which the original writing could be used, provided that such copy, facsimile or 

other reproduction shall be a complete reproduction of the entire original writing. 

ARTICLE III 

BOARD OF DIRECTORS 

Section 3.01. General Powers. The business and affairs of the Corporation shall be 

managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts 

and things as are not by law, the Certificate of Incorporation or these Bylaws directed or required to be 

exercised or done by stockholders. 

Section 3.02. Number and Term of Office. The number of authorized directors shall be 

fixed from time to time by the Board. Directors need not be stockholders. Directors shall be elected at 

the annual meeting of stockholders or, if, in accordance with Section 2.01 hereof, no such annual meeting 

is held, by written consent in lieu of meeting pursuant to Section 2.11 hereof, and each director shall hold 

office until such director’s successor is elected and qualified, or until such director’s earlier death or 

resignation or removal in the manner hereinafter provided. 

Section 3.03. Resignation. Any director may resign at any time by giving notice in 

written or by electronic transmission to the Board, the Chairman of the Board of the Corporation (the 

“Chairman”) or the Secretary. Such resignation shall take effect at the time specified in such notice or, if 

the time is not specified, upon receipt thereof by the Board, the Chairman or the Secretary, as the case 

may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to 

make it effective. 
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Section 3.04. Removal. Any or all of the directors may be removed, with or without 

cause, at any time by vote of the recordholders of a majority of the shares then entitled to vote at an 

election of directors, or by written consent of the recordholders of shares pursuant to Section 2.11 hereof. 

Section 3.05. Vacancies. Except as otherwise provided in the Certificate of 

Incorporation, vacancies occurring on the Board as a result of the removal of directors pursuant to Section 

3.04 hereof may be filled only by vote of the recordholders of a majority of the shares then entitled to 

vote at an election of directors, or by written consent of such recordholders pursuant to Section 2.11 

hereof. Vacancies occurring on the Board for any other reason, including, without limitation, vacancies 

occurring as a result of the creation of new directorships that increase the number of directors, may be 

filled by such vote or written consent or by vote of the Board or by written consent of the directors 

pursuant to Section 3.08 hereof. If the number of directors then in office is less than a quorum, such other 

vacancies may be filled by vote of a majority of the directors then in office or by written consent of such 

directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each 

director chosen in accordance with this Section 3.05 shall hold office until the next annual election of 

directors by the stockholders and until such director’s successor shall be elected and qualified. 

Section 3.06. Meetings. (a) Annual Meetings. Unless otherwise provided by the 

Certificate of Incorporation, as soon as practicable after each annual election of directors by the 

stockholders, the Board shall meet for the purpose of organization and the transaction of other business, 

unless it shall have transacted all such business by written consent pursuant to Section 3.08 hereof. 

(b) Other Meetings. Other meetings of the Board shall be held at such times as the 

Chairman, the CEO, the Secretary or a majority of the Board shall from time to time determine. 

(c) Notice of Meetings. The Secretary shall give notice in writing or by electronic 

transmission to each director of each meeting of the Board, which notice shall state the place, date, time 

and purpose of such meeting. Notice of each such meeting shall be given to each director, if by mail, 

addressed to him or her at his or her residence or usual place of business, at least two days before the day 

on which such meeting is to be held, or shall be sent to him or her at such place by electronic transmission 

or other form of recorded communication, or be delivered personally or by telephone (including a voice 

messaging system or other systems or technology designed to record and communicate messages) not 

later than the day before the day on which such meeting is to be held. A written waiver of notice or a 

waiver by electronic transmission, signed by the director entitled to notice, whether before or after the 

time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business 

to be transacted at, nor the purpose of any meeting of the Board need be specified in any written waiver of 

notice thereof. All such waivers shall be filed with the corporate records or made part of the minutes of 

the meeting. Attendance of a director at a meeting of the Board shall constitute a waiver of notice of such 

meeting, except as provided by law. 

(d) Place of Meetings. The Board may hold its meetings at such place or places 

within or without the State of Delaware as the Board or the Chairman may from time to time determine, 

or as shall be designated in the respective notices or waivers of notice of such meetings. 

(e) Quorum and Manner of Acting. A number of directors equal to one-third of the 

total number of directorships, including vacancies (but in no event less than two if the total number of 

directorships, including vacancies, is two or more) shall be present in person at any meeting of the Board 

in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority 

of those directors present at any such meeting at which a quorum is present shall be necessary for the 

passage of any resolution or act of the Board, except as otherwise expressly required by law, the 

Certificate of Incorporation or these Bylaws. In the absence of a quorum for any such meeting, a majority 
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of the directors present thereat may adjourn such meeting from time to time until a quorum shall be 

present. 

(f) Organization. At each meeting of the Board, one of the following shall act as 

chairman of the meeting and preside, in the following order of precedence: 

1) the Chairman; 

2) the CEO; 

3) any director chosen by a majority of the directors present. 

The Secretary or, in the case of the Secretary’s absence, any person (who shall be an Assistant Secretary, 

if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary 

of such meeting and keep the minutes thereof. 

Section 3.07. Committees of the Board. The Board may designate one or more 

committees, each committee to consist of one or more directors. 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. In the absence or disqualification of a member of a committee, the 

member or members thereof present at any meeting and not disqualified from voting, whether or not such 

member or members constitute a quorum, may unanimously appoint another director to act at the meeting 

in the place of any such absent or disqualified member. Any such committee, to the extent provided in 

the resolution of the Board designating such committee, shall have and may exercise all the powers and 

authority of the Board in the management of the business and affairs of the Corporation; but no such 

committee shall have the power or authority in reference to the following matter: (i) approving or 

adopting, or recommending to the stockholders, any action or matter expressly required by the General 

Corporation Law to be submitted to the stockholders for approval or (ii) adopting, amending or repealing 

any bylaw of the Corporation. 

Section 3.08. Directors’ Consent in Lieu of Meeting. Unless otherwise restricted by the 

Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting 

of the Board or of any committee thereof may be taken without a meeting, without prior notice and 

without a vote, if a consent in writing or electronic transmission, setting forth the action so taken, shall be 

signed by all the members of the Board or such committee and such consent is filed with the minutes of 

the proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are 

maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 

Section 3.09. Action by Means of Telephone or Similar Communications Equipment. 

Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the 

Board or such committee by means of conference telephone or similar communications equipment by 

means of which all persons participating in the meeting can hear each other, and participation in a 

meeting by such means shall constitute presence in person at such meeting. 

Section 3.10. Compensation. Unless otherwise restricted by the Certificate of 

Incorporation, the Board may determine the compensation of directors. In addition, as determined by the 

Board, directors may be reimbursed by the Corporation for their expenses, if any, in the performance of 

their duties as directors. No such compensation or reimbursement shall preclude any director from 

serving the Corporation in any other capacity and receiving compensation therefor. 
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ARTICLE IV 

OFFICERS 

Section 4.01. Officers. The officers of the Corporation shall be the Chairman, the 

CEO, the President, the Secretary, and the CFO, all of which shall be chosen by the Board. In addition, 

the Board may appoint such other officers as may be deemed expedient for the proper conduct of the 

business of the Corporation, each of whom shall have such authority and perform such duties as the Board 

may from time to time determine. 

Section 4.02. Inability to Act. In the case of absence or inability to act of any officer of 

the Corporation and of any person herein authorized to act in his or her place, the Board may from time to 

time delegate the powers or duties of such officer to any other officer or any director or other person 

whom it may select. 

Section 4.03. Authority and Duties. All officers shall have such authority and perform 

such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent 

not so provided, by resolution of the Board. The Board may from time to time delegate the powers or 

duties of any officer to any other officer or agent, notwithstanding any provision hereof. 

Section 4.04. Term of Office, Resignation and Removal. (a) Each officer shall be 

appointed by the Board and shall hold office for such term as may be determined by the Board. Each 

officer shall hold office until such officer’s successor has been appointed and qualified or such officer’s 

earlier death or resignation or removal in the manner hereinafter provided. The Board may require any 

officer to give security for the faithful performance of such officer’s duties. 

(b) Any officer may resign at any time by giving notice in writing or by electronic 

transmission to the Board, the Chairman, the CEO or the Secretary. Such resignation shall take effect at 

the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the 

Chairman, the CEO or the Secretary, as the case may be. Unless otherwise specified therein, acceptance 

of such resignation shall not be necessary to make it effective. 

(c) All officers and agents appointed by the Board shall be subject to removal, with 

or without cause, at any time by the Board or by the action of the recordholders of a majority of the shares 

entitled to vote thereon. 

Section 4.05. Vacancies. Any vacancy occurring in any office of the Corporation, for 

any reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section 4.04 hereof, 

any officer appointed by the Board to fill any such vacancy shall serve only until such time as the 

unexpired term of such officer’s predecessor expires unless reappointed by the Board. 

Section 4.06. The Chairman. The Chairman shall have the power to call special 

meetings of stockholders, to call special meetings of the Board and, if present, to preside at all meetings 

of stockholders and all meetings of the Board. The Chairman shall perform all duties incident to the 

office of Chairman of the Board and all such other duties as may from time to time be assigned to the 

Chairman by the Board or these Bylaws. If no CEO is appointed, then the Chairman shall also serve as 

the CEO of the Corporation and shall have the powers and duties described in Section 4.07 hereof. 

Section 4.07. The Chief Executive Officer . The Chief Executive Officer (“CEO”) 

shall be the principal executive officer of the Corporation and shall in general supervise and control all of 

the business and affairs of the Corporation, unless otherwise provided by the Board. Unless a separate 
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Chairman of the Board has been appointed and is present, the CEO shall preside at all meetings of the 

stockholders and, if a director, of the Board and shall see that orders and resolutions of the Board are 

carried into effect. The CEO may sign bonds, mortgages, certificates for shares, and all other contracts 

and documents, whether or not under the seal of the Corporation except in cases where the signing and 

execution thereof shall be expressly delegated by law, by the Board, or by these Bylaws to some other 

officer or agent of the Corporation. The CEO shall have general powers of supervision and shall be the 

final arbiter of all differences between officers of the Corporation, and his or her decision as to any matter 

affecting the Corporation shall be final and binding as between the officers of the Corporation subject 

only to the Board. The CEO shall perform other duties commonly incident to such office and shall also 

perform such other duties and have such other powers as the Board shall designate from time to time. 

Section 4.08. The President. In the absence of the CEO or in the event of his or her 

inability or refusal to act, or if another individual has not been designated CEO, the President shall 

perform the duties of the CEO, and when so acting, shall have all the powers of and be subject to all the 

restrictions upon the CEO. At all other times, the President shall have the active management of the 

business of the Corporation under the general supervision of the CEO. The President shall have 

concurrent power with the CEO to sign bonds, mortgages, certificates for shares, and other contracts and 

documents, whether or not under the seal of the Corporation except in cases where the signing and 

execution thereof shall be expressly delegated by law, by the Board, or by these Bylaws to some other 

officer or agent of the Corporation. In general, the President shall perform all duties commonly incident 

to such office and such other duties as the CEO or the Board may from time to time prescribe. 

Section 4.09. Vice Presidents. Vice Presidents, if any, in order of their seniority or in 

any other order determined by the Board, shall generally assist the CEO and perform such other duties as 

the Board or the CEO shall prescribe, and in the absence or disability of the CEO, shall perform the duties 

and exercise the powers of the CEO. 

Section 4.10. The Chief Financial Officer. The Chief Financial Officer (“CFO”), shall 

have general management and control of the funds of the Corporation, and shall have the care and custody 

of all the funds of the Corporation and shall deposit such funds in such banks or other depositories as the 

Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, 

from time to time, direct or approve. He or she shall disburse the funds of the Corporation under the 

direction of the Board and the CEO. He or she shall keep a full and accurate account of all moneys 

received and paid on account of the Corporation and shall render a statement of his or her accounts 

whenever the Board, the Chairman or the CEO shall so request. He or she shall perform all other 

necessary actions and duties in connection with the administration of the financial affairs of the 

Corporation and shall generally perform all the duties usually appertaining to the offices of chief financial 

officer or treasurer of a company and all such other duties as may from time to time be assigned to him or 

her by the Board or these Bylaws. When required by the Board, he or she shall give bonds for the faithful 

discharge of his or her duties in such sums and with such sureties as the Board shall approve. 

Section 4.11. The Secretary. The Secretary shall, to the extent practicable, attend all 

meetings of the Board and all meetings of stockholders and shall record all votes and the minutes of all 

proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of 

the Board when so requested by such committee. He or she shall give or cause to be given notice of all 

meetings of stockholders and of the Board, shall perform such other duties as may be prescribed by the 

Board, the Chairman or the CEO and shall act under the supervision of the Chairman. He or she shall 

keep in safe custody the certificate books and stockholder records and such other books and records of the 

Corporation as the Board, the Chairman or the CEO may direct and shall perform all other duties incident 

to the office of Secretary and such other duties as from time to time may be assigned to him or her by the 

Board, the Chairman or the CEO. 
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Section 4.12. Compensation. The compensation of the officers shall be fixed from time 

to time by the Board and no officer shall be prevented from receiving such salary by reason of the fact 

that such officer is also a director of the Corporation. 

Section 4.13. Officers Holding More Than One Office. Any two or more offices may 

be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more 

than one capacity. 

ARTICLE V 

CHECKS, DRAFTS, NOTES, AND PROXIES 

Section 5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the 

payment of money, notes and other evidences of indebtedness issued in the name of the Corporation shall 

be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be 

determined, from time to time, by resolution of the Board. 

Section 5.02. Execution of Proxies. The Chairman or the CEO, or, in the absence or 

disability of both of them, any Vice President may authorize, from time to time, the execution and 

issuance of proxies to vote shares of stock or other securities of other corporations held of record by the 

Corporation and the execution of consents to action taken or to be taken by any such corporation. All 

such proxies and consents, unless otherwise authorized by the Board, shall be signed in the name of the 

Corporation by the Chairman, the President or any Vice President. 

ARTICLE VI 

SHARES AND TRANSFERS OF SHARES 

Section 6.01. Certificates Evidencing Shares. Shares shall be evidenced by certificates 

in such form or forms as shall be approved by the Board. Certificates shall be issued in consecutive order 

and shall be numbered in the order of their issue, and shall be signed by the Chairman, the CEO or any 

Vice President and by the Secretary or the CFO. Any or all signatures on the certificate may be by 

facsimile. In the event any such officer who has signed or whose facsimile signature has been placed 

upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such 

certificate is issued, such certificate may be issued by the Corporation with the same effect as if such 

officer had held such office on the date of issue. 

Section 6.02. Stock Ledger. A stock ledger in one or more counterparts shall be kept 

by the Secretary, in which shall be recorded the name and address of each person, corporation or other 

entity owning the shares evidenced by each certificate evidencing shares issued by the Corporation, the 

number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of 

cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose 

name shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder of 

such shares for all purposes. 

Section 6.03. Transfers of Shares. Registration of transfers of shares shall be made 

only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his 

attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon 

the surrender of the certificate or certificates evidencing such shares properly endorsed or accompanied 
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by a stock power duly executed, together with such proof of the authenticity of signatures as the 

Corporation may reasonably require. 

Section 6.04. Addresses of Stockholders. Each stockholder shall designate to the 

Secretary an address at which notices of meetings and all other corporate notices may be served or mailed 

to such stockholder, and, if any stockholder shall fail to so designate such an address, corporate notices 

may be served upon such stockholder by mail directed to the mailing address, if any, as the same appears 

in the stock ledger of the Corporation or at the last known mailing address of such stockholder. 

Section 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of shares 

shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or 

certificates evidencing any share or shares of which such recordholder is the recordholder. The Board 

may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate 

theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of 

the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory 

proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder of 

the shares evidenced by the lost, stolen or destroyed certificate or such recordholder’s legal representative 

to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it 

on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new 

certificate. 

Section 6.06. Regulations. The Board may make such other rules and regulations as it 

may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of 

certificates evidencing shares. 

Section 6.07. Fixing Date for Determination of Stockholders of Record. 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, or to express consent to, or to dissent from, corporate action in 

writing without a meeting, or entitled to receive payment of any dividend or other distribution or 

allotment of any rights, or 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, in advance, a record date, 

which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 

days prior to any other such action. A determination of the stockholders entitled to notice of or to vote at 

a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the 

Board may fix a new record date for the adjourned meeting. 

ARTICLE VII 

SEAL 

Section 7.01. Seal. The Board may approve and adopt a corporate seal, which shall be 

in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the 

words “Corporate Seal Delaware”. 

ARTICLE VIII 

FISCAL YEAR 

Section 8.01. Fiscal Year. The fiscal year of the Corporation shall end on the 

thirty-first day of December of each year unless changed by resolution of the Board. 
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ARTICLE IX 

INDEMNIFICATION AND INSURANCE 

Section 9.01. Indemnification. (a) The Corporation shall indemnify any person who 

was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit 

or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the 

right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or 

agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, 

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against 

expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and 

reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in 

good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of 

the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to 

believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by 

judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of 

itself, create a presumption that the person did not act in good faith and in a manner which the person 

reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to 

any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was 

unlawful. 

(b) The Corporation shall indemnify any person who was or is a party or is 

threatened to be made a party to any threatened, pending or completed action or suit by or in the right of 

the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a 

director, officer, employee or agent of the Corporation, or is or was serving at the request of the 

Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, 

trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by 

the person in connection with the defense or settlement of such action or suit if the person acted in good 

faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the 

Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as 

to which such person shall have been adjudged to be liable to the Corporation unless and only to the 

extent that the Court of Chancery or the court in which such action or suit was brought shall determine 

upon application that, despite the adjudication of liability but in view of all the circumstances of the case, 

such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery 

or such other court shall deem proper. 

(c) To the extent that a present or former director or officer of the Corporation has 

been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in 

Section 9.01(a) and (b) of these Bylaws, or in defense of any claim, issue or matter therein, such person 

shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such 

person in connection therewith. 

(d) Any indemnification under Section 9.01(a) and (b) of these Bylaws (unless 

ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a 

determination that indemnification of the present or former director, officer, employee or agent is proper 

in the circumstances because the person has met the applicable standard of conduct set forth in 

Section 9.01(a) and (b) of these Bylaws. Such determination shall be made, with respect to a person who 

is a director or officer at the time of such determination: (i) by a majority vote of the directors who are 

not parties to such action, suit or proceeding, even though less than a quorum; (ii) by a committee of such 

directors designated by majority vote of such directors, even though less than a quorum; (iii) if there are 
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no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or 

(iv) by the stockholders of the Corporation. 

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the 

Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding 

may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon 

receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall 

ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to 

this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or 

other employees and agents of the Corporation or by persons serving at the request of the Corporation as 

directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other 

enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. 

(f) The indemnification and advancement of expenses provided by, or granted 

pursuant to, the other Sections of this Article IX shall not be deemed exclusive of any other rights to 

which those seeking indemnification or advancement of expenses may be entitled under any bylaw, 

agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s 

official capacity and as to action in another capacity while holding such office. 

(g) For purposes of this Article IX, references to “the Corporation” shall include, in 

addition to the resulting corporation, any constituent corporation (including any constituent of a 

constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would 

have had power and authority to indemnify its directors, officers, and employees or agents, so that any 

person who is or was a director, officer, employee or agent of such constituent corporation, or is or was 

serving at the request of such constituent corporation as a director, officer, employee or agent of another 

corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this 

Article IX with respect to the resulting or surviving corporation as such person would have with respect to 

such constituent corporation if its separate existence had continued. 

(h) For purposes of this Article IX, references to “other enterprises” shall include 

employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with 

respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall 

include any service as a director, officer, employee or agent of the Corporation which imposes duties on, 

or involves services by, such director, officer, employee or agent with respect to an employee benefit 

plan, its participants, or beneficiaries; and 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 interests of the Corporation” as 

referred to in this Article IX. 

(i) The indemnification and advancement of expenses provided by, or granted 

pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a 

person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the 

heirs, executors and administrators of such a person. 

Section 9.02. Insurance for Indemnification. The Corporation may purchase and 

maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the 

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or 

agent of another corporation, partnership, joint venture, trust or other enterprise against any liability 

asserted against such person and incurred by such person in any such capacity, or arising out of such 

person’s status as such, whether or not the Corporation would have the power to indemnify such person 

against such liability under Section 145 of the General Corporation Law. 
 13 

Section 9.03. Saving Clause. If this Article IX or any portion hereof shall be 

invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless 

indemnify each director and officer to the fullest extent not prohibited by any applicable portion of this 

Article IX that shall not have been invalidated, or by any other applicable law. If this Article IX shall be 

invalidated due to the application of the indemnification provisions of another jurisdiction, then the 

Corporation shall indemnify each director and officer to the fullest extent under applicable law. 

ARTICLE X 

AMENDMENTS 

Section 10.01. Amendments. Except as provided in the Certificate of Incorporation, 

any Bylaw (including these Bylaws) may be altered, amended or repealed by the vote of the recordholders 

of a majority of the shares then entitled to vote at an election of directors or by written consent of 

stockholders pursuant to Section 2.11 hereof, or by vote of the Board or by a written consent of directors 

pursuant to Section 3.08 hereof.