Exhibit 3.2
 
  **AMENDED
      AND RESTATED**
  
 **BYLAWS**
  
 **OF**
  
 **CHINA-BIOTICS,
      INC.,**
 
  **a
      Delaware corporation**
  
 **(the
      “** **Corporation** **”)**
 
 
 **(Adopted
      as of March 22, 2006)**
 **(As
      amended September 22, 2008)**
   
 
 
 **AMENDED
      AND RESTATED**
 **BYLAWS**
 **OF**
 **CHINA-BIOTICS,
      INC.**
  **ARTICLE
      I**
 **OFFICES**
  **Section
      1.1**  **Registered
      Office.** The
      registered office of the Corporation within the State of Delaware shall be
      located at either (a) the principal place of business of the Corporation in
      the
      State of Delaware or (b) the office of the corporation or individual acting
      as
      the Corporation’s registered agent in Delaware.
  **Section
      1.2**  **Additional
      Offices.** The
      Corporation may, in addition to its registered office in the State of Delaware,
      have such other offices and places of business, both within and outside the
      State of Delaware, as the Board of Directors of the Corporation (the
“ Board ”)
      may
      from time to time determine or as the business and affairs of the Corporation
      may require.
  **ARTICLE
      II**
 **STOCKHOLDERS
      MEETINGS**
  **Section
      2.1**  **Annual
      Meetings.** The
      annual meeting of stockholders shall be held at such place and time and on
      such
      date as shall be determined by the Board and stated in the notice of the
      meeting, provided that the Board may in its sole discretion determine that
      the
      meeting shall not be held at any place, but may instead be held solely by means
      of remote communication pursuant to Section
      9.5(a) .
      At each
      annual meeting, the stockholders shall elect directors of the Corporation and
      may transact any other business as may properly be brought before the meeting.
  **Section
      2.2**  **Special
      Meetings** .
      Except
      as otherwise required by applicable law or provided in the Corporation’s Amended
      and Restated Certificate of Incorporation, as the same may be amended or
      restated from time to time (the “ Certificate
      of Incorporation ”),
      special meetings of stockholders, for any purpose or purposes, may be called
      only by the Chairman of the Board, Chief Executive Officer or the Board pursuant
      to a resolution adopted by a majority of the Whole Board (as defined below).
      Special meetings of stockholders shall be held at such place and time and on
      such date as shall be determined by the Board and stated in the Corporation’s
      notice of the meeting, provided that the Board may in its sole discretion
      determine that the meeting shall not be held at any place, but may instead
      be
      held solely by means of remote communication pursuant to Section
      9.5(a) .
      “ Whole
      Board ”
shall
      mean the total number of directors the Corporation would have if there were
      no
      vacancies.
  **Section
      2.3**  **Notices.** Notice
      of
      each stockholders meeting stating the place, if any, date, and time of the
      meeting, and the means of remote communication, if any, by which stockholders
      and proxyholders may be deemed to be present in person and vote at such meeting,
      shall be given in the manner permitted by Section
      9.3 to each
      stockholder entitled to vote thereat by the Corporation not less than 10 nor
      more than 60 days before the date of the meeting. If said notice is for a
      stockholders meeting other than an annual meeting, it shall in addition state
      the purpose or purposes for which the meeting is called, and the business
      transacted at such meeting shall be limited to the matters so stated in the
      Corporation’s notice of meeting (or any supplement thereto). Any meeting of
      stockholders as to which notice has been given may be postponed, and any special
      meeting of stockholders as to which notice has been given may be cancelled,
      by
      the Board upon public announcement (as defined in Section
      2.7(c) )
      given
      before the date previously scheduled for such meeting.
  1
 **Section
      2.4**  **Quorum** .
      Except
      as otherwise provided by applicable law, the Certificate of Incorporation or
      these Bylaws, the presence, in person or by proxy, at a stockholders meeting
      of
      the holders of shares of outstanding capital stock of the Corporation
      representing a majority of the voting power of all outstanding shares of capital
      stock of the Corporation entitled to vote at such meeting shall constitute
      a
      quorum for the transaction of business at such meeting, except that when
      specified business is to be voted on by a class or series of stock voting as
      a
      class, the holders of shares representing a majority of the voting power of
      the
      outstanding shares of such class or series shall constitute a quorum of such
      class or series for the transaction of such business. If a quorum shall not
      be
      present or represented by proxy at any meeting of the stockholders, the chairman
      of the meeting may adjourn the meeting from time to time in the manner provided
      in Section
      2.6 until a
      quorum shall attend. The stockholders present at a duly convened meeting may
      continue to transact business until adjournment, notwithstanding the withdrawal
      of enough stockholders to leave less than a quorum. Shares of its own stock
      belonging to the Corporation or to another corporation, if a majority of the
      voting power of the shares entitled to vote in the election of directors of
      such
      other corporation is held, directly or indirectly, by the Corporation, shall
      neither be entitled to vote nor be counted for quorum purposes; provided,
      however, that the foregoing shall not limit the right of the Corporation or
      any
      such other corporation to vote shares held by it in a fiduciary
      capacity.
  **Section
      2.5**  **Voting
      of Shares.**
  (a)  Voting
      Lists .
      The
      Secretary shall prepare, or shall cause the officer or agent who has charge
      of
      the stock ledger of the Corporation to prepare, at least 10 days before every
      meeting of stockholders, a complete list of the stockholders of record entitled
      to vote thereat arranged in alphabetical order and showing the address and
      the
      number of shares registered in the name of each stockholder. Nothing contained
      in this Section
      2.5(a) shall
      require the Corporation to include electronic mail addresses or other electronic
      contact information on such list. Such list shall be open to the examination
      of
      any stockholder, for any purpose germane to the meeting, during ordinary
      business hours, for a period of at least ten days prior to the meeting, either
      at a place within the city where the meeting is to be held, which place shall
      be
      specified in the notice of the meeting, or, if not so specified, at the place
      where the meeting is to be held. The list shall also be produced and kept at
      the
      time and place of the meeting during the whole time thereof, and may be
      inspected by any stockholder who is present. The stock ledger shall be the
      only
      evidence as to who are the stockholders entitled to examine the list required
      by
      this Section
      2.5(a) or to
      vote in person or by proxy at any meeting of stockholders.
  (b)  Manner
      of Voting .
      At any
      stockholders meeting, every stockholder entitled to vote may vote in person
      or
      by proxy. If authorized by the Board, the voting by stockholders or proxyholders
      at any meeting conducted by remote communication may be effected by a ballot
      submitted by electronic transmission (as defined in Section
      9.3 ),
      provided that any such electronic transmission must either set forth or be
      submitted with information from which the Corporation can determine that the
      electronic transmission was authorized by the stockholder or proxyholder. The
      Board, in its discretion, or the chairman of the meeting of stockholders, in
      such person’s discretion, may require that any votes cast at such meeting shall
      be cast by written ballot.
  2
 (c)  Proxies .
      Each
      stockholder entitled to vote at a meeting of stockholders or to express consent
      or dissent to corporate action in writing without a meeting may authorize
      another person or persons to act for such stockholder by proxy, but no such
      proxy shall be voted or acted upon after three years from its date, unless
      the
      proxy provides for a longer period. Proxies need not be filed with the Secretary
      of the Corporation until the meeting is called to order, but shall be filed
      with
      the Secretary before being voted. Without limiting the manner in which a
      stockholder may authorize another person or persons to act for such stockholder
      as proxy, either of the following shall constitute a valid means by which a
      stockholder may grant such authority.
  (i)  A
      stockholder may execute a writing authorizing another person or persons to
      act
      for such stockholder as proxy. Execution may be accomplished by the stockholder
      or such stockholder’s authorized officer, director, employee or agent signing
      such writing or causing such person’s signature to be affixed to such writing by
      any reasonable means, including, but not limited to, by facsimile
      signature.
  (ii)  A
      stockholder may authorize another person or persons to act for such stockholder
      as proxy by transmitting or authorizing the transmission of an electronic
      transmission to the person who will be the holder of the proxy or to a proxy
      solicitation firm, proxy support service organization or like agent duly
      authorized by the person who will be the holder of the proxy to receive such
      transmission, provided that any such electronic transmission must either set
      forth or be submitted with information from which it can be determined that
      the
      electronic transmission was authorized by the stockholder.
  Any
      copy,
      facsimile telecommunication or other reliable reproduction of the writing or
      transmission authorizing another person or persons to act as proxy for a
      stockholder may be substituted or used in lieu of the original writing or
      transmission for any and all purposes for which the original writing or
      transmission could be used; provided that such copy, facsimile telecommunication
      or other reproduction shall be a complete reproduction of the entire original
      writing or transmission.
  (d)  Required
      Vote .
      Subject
      to the rights of the holders of one or more series of preferred stock of the
      Corporation (“ Preferred
      Stock ”),
      voting separately by class or series, to elect directors pursuant to the terms
      of one or more series of Preferred Stock, the election of directors shall be
      determined by a plurality of the votes cast by the stockholders present in
      person or represented by proxy at the meeting and entitled to vote thereon.
      All
      other matters shall be determined by the vote of a majority of the votes cast
      by
      the stockholders present in person or represented by proxy at the meeting and
      entitled to vote thereon, unless the matter is one upon which, by applicable
      law, the Certificate of Incorporation, these Bylaws or applicable stock exchange
      rules, a different vote is required, in which case such provision shall govern
      and control the decision of such matter.
  3
 (e)  Inspectors
      of Election .
      The
      Board may appoint one or more persons as inspectors of election, who may be
      employees of the Corporation or otherwise serve the Corporation in other
      capacities, to act at any meeting of stockholders or any adjournment thereof
      and
      to make a written report thereof. The Board may appoint one or more persons
      as
      alternate inspectors to replace any inspector who fails to act. If no inspectors
      of election or alternates are appointed by the Board, the chairman of the
      meeting shall appoint one or more inspectors to act at the meeting. Each
      inspector, before discharging his or her duties, shall take and sign an oath
      faithfully to execute the duties of inspector with strict impartiality and
      according to the best of his or her ability. The inspectors shall ascertain
      and
      report the number of outstanding shares and the voting power of each; determine
      the number of shares present in person or represented by proxy at the meeting
      and the validity of proxies and ballots; count all votes and ballots and report
      the results; determine and retain for a reasonable period a record of the
      disposition of any challenges made to any determination by the inspectors;
      and
      certify their determination of the number of shares represented at the meeting
      and their count of all votes and ballots. No person who is a candidate for
      an
      office at an election may serve as an inspector at such election. Each report
      of
      an inspector shall be in writing and signed by the inspector or by a majority
      of
      them if there is more than one inspector acting at such meeting. If there is
      more than one inspector, the report of a majority shall be the report of the
      inspectors.
  **Section
      2.6**  **Adjournments.** Any
      meeting of stockholders, annual or special, may be adjourned by the chairman
      of
      the meeting, from time to time, whether or not there is a quorum, to reconvene
      at the same or some other place. Notice need not be given of any such adjourned
      meeting if the date, time, place, if any, thereof, and the means of remote
      communication, if any, by which stockholders and proxyholders may be deemed
      to
      be present in person and vote at such adjourned meeting are announced at the
      meeting at which the adjournment is taken. At the adjourned meeting the
      stockholders, or the holders of any class or series of stock entitled to vote
      separately as a class, as the case may be, may transact any business which
      might
      have been transacted at the original meeting. If the adjournment is for more
      than 30 days, or if after the adjournment a new record date is fixed for the
      adjourned meeting, notice of the adjourned meeting shall be given to each
      stockholder of record entitled to vote at the meeting.
  **Section
      2.7**  **Advance
      Notice for Business.**
  (a)  Annual
      Meetings of Stockholders .
      No
      business may be transacted at an annual meeting of stockholders, other than
      business that is either (i) specified in the Corporation’s notice of meeting (or
      any supplement thereto) given by or at the direction of the Board, (ii)
      otherwise properly brought before the annual meeting by or at the direction
      of
      the Board or (iii) otherwise properly brought before the annual meeting by
      any
      stockholder of the Corporation (x) who is a stockholder of record on the date
      of
      the giving of the notice provided for in this Section
      2.7(a) and on
      the record date for the determination of stockholders entitled to vote at such
      annual meeting and (y) who complies with the notice procedures set forth in
      this Section
      2.7(a) .
      Notwithstanding anything in this Section
      2.7(a) to the
      contrary, only persons nominated for election as a director at an annual meeting
      pursuant to Section
      3.2 will be
      considered for election at such meeting.
  (i)  In
      addition to any other applicable requirements, for business (other than
      nominations) to be properly brought before an annual meeting by a stockholder,
      such stockholder must have given timely notice thereof in proper written form
      to
      the Secretary of the Corporation and such business must otherwise be a proper
      matter for stockholder action. Subject to Section
      2.7(a)(iii) ,
      a
      stockholder’s notice to the Secretary with respect to such business, to be
      timely, must be received by the Secretary at the principal executive offices
      of
      the Corporation not later than the close of business on the 90th day nor earlier
      than the opening of business on the 120th day before the anniversary date of
      the
      immediately preceding annual meeting of stockholders; provided, however, that
      in
      the event that the annual meeting is called for a date that is not within 45
      days before or after such anniversary date, notice by the stockholder to be
      timely must be so received not earlier than the opening of business on the
      120th
      day before the meeting and not later than the later of (x) the close of
      business on the 90th day before the meeting or (y) the close of business on
      the 10th day following the day on which public announcement of the date of
      the
      annual meeting is first made by the Corporation. In no event shall the public
      announcement of an adjournment of an annual meeting commence a new time period
      for the giving of a stockholder’s notice as described in this Section
      2.7(a) .
  4
  (ii)  To
      be in
      proper written form, a stockholder’s notice to the Secretary with respect to any
      business (other than nominations) must set forth as to each such matter such
      stockholder proposes to bring before the annual meeting (A) a brief description
      of the business desired to be brought before the annual meeting, the text of
      the
      proposal or business (including the text of any resolutions proposed for
      consideration and in the event such business includes a proposal to amend these
      Bylaws, the language of the proposed amendment) and the reasons for conducting
      such business at the annual meeting, (B) the name and record address of such
      stockholder and the name and address of the beneficial owner, if any, on whose
      behalf the proposal is made, (C) the class or series and number of shares of
      capital stock of the Corporation that are owned beneficially and of record
      by
      such stockholder and by the beneficial owner, if any, on whose behalf the
      proposal is made, (D) a description of all arrangements or understandings
      between such stockholder and the beneficial owner, if any, on whose behalf
      the
      proposal is made and any other person or persons (including their names) in
      connection with the proposal of such business by such stockholder, (E) any
      material interest of such stockholder and the beneficial owner, if any, on
      whose
      behalf the proposal is made in such business, and (F) a representation that
      such
      stockholder intends to appear in person or by proxy at the annual meeting to
      bring such business before the meeting.
  (iii)  The
      foregoing notice requirements of this Section
      2.7(a) shall be
      deemed satisfied by a stockholder as to any proposal (other than nominations)
      if
      the stockholder has notified the Corporation of such stockholder’s intention to
      present such proposal at an annual meeting in compliance with Rule 14a-8
      (or any successor thereof) of the Securities Exchange Act of 1934, as amended
      (the “ Exchange
      Act ”),
      and
      such stockholder has complied with the requirements of such Rule for inclusion
      of such proposal in a proxy statement prepared by the Corporation to solicit
      proxies for such annual meeting. No business shall be conducted at the annual
      meeting of stockholders except business brought before the annual meeting in
      accordance with the procedures set forth in this Section
      2.7(a) ,
      provided, however, that once business has been properly brought before the
      annual meeting in accordance with such procedures, nothing in this Section
      2.7(a) shall be
      deemed to preclude discussion by any stockholder of any such business. If the
      Board or the chairman of the annual meeting determines that any stockholder
      proposal was not made in accordance with the provisions of this Section
      2.7(a) or that
      the information provided in a stockholder’s notice does not satisfy the
      information requirements of this Section
      2.7(a) ,
      such
      proposal shall not be presented for action at the annual meeting.
      Notwithstanding the foregoing provisions of this Section
      2.7(a) ,
      if the
      stockholder (or a qualified representative of the stockholder) does not appear
      at the annual meeting of stockholders of the Corporation to present the proposed
      business, such proposed business shall not be transacted, notwithstanding that
      proxies in respect of such matter may have been received by the
      Corporation.
  5
 (iv)  In
      addition to the provisions of this Section
      2.7(a) ,
      a
      stockholder shall also comply with all applicable requirements of the Exchange
      Act and the rules and regulations thereunder with respect to the matters set
      forth herein. Nothing in this Section
      2.7(a) shall be
      deemed to affect any rights of stockholders to request inclusion of proposals
      in
      the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
      Act.
  (b)  Special
      Meetings of Stockholders .
      Only
      such business shall be conducted at a special meeting of stockholders as shall
      have been brought before the meeting pursuant to the Corporation’s notice of
      meeting. Nominations of persons for election to the Board may be made at a
      special meeting of stockholders at which directors are to be elected pursuant
      to
      the Corporation’s notice of meeting only pursuant to Section
      3.2 .
  (c)  Public
      Announcement .
      For
      purposes of these Bylaws, “ public
      announcement ”
shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document publicly
      filed by the Corporation with the Securities and Exchange Commission pursuant
      to
      Sections 13, 14 or 15(d) of the Exchange Act.
  **Section
      2.8**  **Conduct
      of Meetings.** The
      chairman of each annual and special meeting of stockholders shall be the
      Chairman of the Board or, in the absence (or inability or refusal to act) of
      the
      Chairman of the Board, the Chief Executive Officer (if he or she shall be a
      director) or, in the absence (or inability or refusal to act of the Chief
      Executive Officer or if the Chief Executive Officer is not a director, such
      other person as shall be appointed by the Board. The date and time of the
      opening and the closing of the polls for each matter upon which the stockholders
      will vote at a meeting shall be announced at the meeting by the chairman of
      the
      meeting. The Board may adopt such rules and regulations for the conduct of
      the
      meeting of stockholders as it shall deem appropriate. Except to the extent
      inconsistent with these Bylaws or such rules and regulations as adopted by
      the
      Board, the chairman of any meeting of stockholders shall have the right and
      authority to convene and to adjourn the meeting, to prescribe such rules,
      regulations and procedures and to do all such acts as, in the judgment of such
      chairman, are appropriate for the proper conduct of the meeting. Such rules,
      regulations or procedures, whether adopted by the Board or prescribed by the
      chairman of the meeting, may include, without limitation, the following: (a)
      the
      establishment of an agenda or order of business for the meeting; (b) rules
      and
      procedures for maintaining order at the meeting and the safety of those present;
      (c) limitations on attendance at or participation in the meeting to stockholders
      of record of the Corporation, their duly authorized and constituted proxies
      or
      such other persons as the chairman of the meeting shall determine; (d)
      restrictions on entry to the meeting after the time fixed for the commencement
      thereof; and (e) limitations on the time allotted to questions or com-ments
      by
      participants. Unless and to the extent determined by the Board or the chairman
      of the meeting, meetings of stockholders shall not be required to be held in
      accordance with the rules of parliamentary procedure. The secretary of each
      annual and special meeting of stockholders shall be the Secretary or, in the
      absence (or inability or refusal to act) of the Secretary, an Assistant
      Secretary so appointed to act by the chairman of the meeting. In the absence
      (or
      inability or refusal to act) of the Secretary and all Assistant Secretaries,
      the
      chairman of the meeting may appoint any person to act as secretary of the
      meeting.
  6
 **Section
      2.9**  **Action
      by Written Consent of Stockholders in Lieu of Meeting.** Unless
      otherwise provided in the Certificate of Incorporation, any action required
      to
      be taken at any annual or special meeting of the stockholders of the
      Corporation, or any action which may be taken at any annual meeting or special
      meeting of such stockholders, may be taken without a meeting without prior
      notice and without a vote, if a consent or consents in writing, setting forth
      the action so taken, shall be signed by the holders of outstanding stock having
      not less than the minimum voting power that would be necessary to authorize
      or
      take such action at a meeting at which all shares entitled to vote thereon
      were
      present and voted and shall be delivered to the Corporation to its registered
      office in the State of Delaware, the Corporation’s principal place of business,
      or the Secretary of the Corporation. Every written consent shall bear the date
      of signature of each stockholder who signs the consent and no written consent
      shall be effective to take the corporate action referred to therein unless,
      within 60 days of the date the earliest dated consent is delivered to the
      Corporation, a written consent or consents signed by a sufficient number of
      holders to take such action are delivered to the Corporation by delivery to
      the
      Corporation’s registered office in the State of Delaware, the Corporation’s
      principal place of business, or the Secretary. Delivery made to the
      Corporation’s registered office shall be by hand or by certified or registered
      mail, return receipt requested. 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. 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
      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 holders were delivered to
      the
      Corporation as provided in this Section
      2.9 .
  **ARTICLE
      III**
 **DIRECTORS**
  **Section
      3.1**  **Powers.** The
      business and affairs of the Corporation shall be managed by or under the
      direction of the Board, which may exercise all such powers of the Corporation
      and do all such lawful acts and things as are not by statute or by the
      Certificate of Incorporation or by these Bylaws required to be exercised or
      done
      by the stockholders.
  7
 **Section
      3.2**  **Advance
      Notice for Nomination of Directors.**
  (a)  Only
      persons who are nominated in accordance with the following procedures shall
      be
      eligible for election as directors of the Corporation, except as may be
      otherwise provided by the terms of one or more series of Preferred Stock with
      respect to the rights of holders of one or more series of Preferred Stock to
      elect directors. Nominations of persons for election to the Board at any annual
      meeting of stockholders, or at any special meeting of stockholders called for
      the purpose of electing directors as set forth in the Corporation’s notice of
      such special meeting, may be made (i) by or at the direction of the Board or
      (ii) by any stockholder of the Corporation (x) who is a stockholder of record
      on
      the date of the giving of the notice provided for in this Section
      3.2 and on
      the record date for the determination of stockholders entitled to vote at such
      meeting and (y) who complies with the notice procedures set forth in this Section
      3.2 .
  (b)  In
      addition to any other applicable requirements, for a nomination to be made
      by a
      stockholder, such stockholder must have given timely notice thereof in proper
      written form to the Secretary of the Corporation. To be timely, a stockholder’s
      notice to the Secretary must be received by the Secretary at the principal
      executive offices of the Corporation (i) in the case of an annual meeting,
      not
      later than the close of business on the 90th day nor earlier than the opening
      of
      business on the 120th day before the anniversary date of the immediately
      preceding annual meeting of stockholders; provided, however, that in the event
      that the annual meeting is called for a date that is not within 45 days before
      or after such anniversary date, notice by the stockholder to be timely must
      be
      so received not earlier than the opening of business on the 120th day before
      the
      meeting and not later than the later of (x) the close of business on the
      90th day before the meeting or (y) the close of business on the 10th day
      following the day on which public announcement of the date of the annual meeting
      was first made by the Corporation; and (ii) in the case of a special meeting
      of
      stockholders called for the purpose of electing directors, not later than the
      close of business on the 10th day following the day on which public announcement
      of the date of the special meeting is first made by the Corporation. In no
      event
      shall the public announcement of an adjournment of an annual meeting or special
      meeting commence a new time period for the giving of a stockholder’s notice as
      described in this Section
      3.2 .
  (c)  Notwithstanding
      anything in paragraph (b) to the contrary, in the event that the number of
      directors to be elected to the Board at an annual meeting is greater than the
      number of directors whose terms expire on the date of the annual meeting and
      there is no public announcement by the Corporation naming all of the nominees
      for the additional directors to be elected or specifying the size of the
      increased Board before the close of business on the 90th day prior to the
      anniversary date of the immediately preceding annual meeting of stockholders,
      a
      stockholder’s notice required by this Section
      3.2 shall
      also be considered timely, but only with respect to nominees for the additional
      directorships created by such increase that are to be filled by election at
      such
      annual meeting, if it shall be received by the Secretary at the principal
      executive offices of the Corporation not later than the close of business on
      the
      10th day following the date on which such public announcement was first made
      by
      the Corporation.
  8
 (d)  To
      be in
      proper written form, a stockholder’s notice to the Secretary must set forth (i)
      as to each person whom the stockholder proposes to nominate for election as
      a
      director (A) the name, age, business address and residence address of the
      person, (B) the principal occupation or employment of the person, (C) the class
      or series and number of shares of capital stock of the Corporation that are
      owned beneficially or of record by the person and (D) any other information
      relating to the person that would be required to be disclosed in a proxy
      statement or other filings required to be made in connection with solicitations
      of proxies for election of directors pursuant to Section 14 of the Exchange
      Act
      and the rules and regulations promulgated thereunder; and (ii) as to the
      stockholder giving the notice (A) the name and record address of such
      stockholder and the name and address of the beneficial owner, if any, on whose
      behalf the nomination is made, (B) the class or series and number of shares
      of capital stock of the Corporation that are owned beneficially and of record
      by
      such stockholder and the beneficial owner, if any, on whose behalf the
      nomination is made, (C) a description of all arrangements or understandings
      relating to the nomination to be made by such stockholder among such
      stockholder, the beneficial owner, if any, on whose behalf the nomination is
      made, each proposed nominee and any other person or persons (including their
      names), (D) a representation that such stockholder intends to appear in person
      or by proxy at the meeting to nominate the persons named in its notice and
      (E)
      any other information relating to such stockholder and the beneficial owner,
      if
      any, on whose behalf the nomination is made that would be required to be
      disclosed in a proxy statement or other filings required to be made in
      connection with solicitations of proxies for election of directors pursuant
      to
      Section 14 of the Exchange Act and the rules and regulations promulgated
      thereunder. Such notice must be accompanied by a written consent of each
      proposed nominee to being named as a nominee and to serve as a director if
      elected.
  (e)  Except
      as
      otherwise provided by the terms of one or more series of Preferred Stock with
      respect to the rights of one or more series of Preferred Stock to nominate
      and
      elect directors, no person shall be eligible for election as a director of
      the
      Corporation unless nominated in accordance with the procedures set forth in
      this Section
      3.2 .
      If the
      Board or the chairman of the meeting of stockholders determines that any
      nomination was not made in accordance with the provisions of this Section
      3.2 ,
      then
      such nomination shall not be considered at the meeting in question.
      Notwithstanding the foregoing provisions of this Section
      3.2 ,
      if the
      stockholder (or a qualified representative of the stockholder) does not appear
      at the meeting of stockholders of the Corporation to present the nomination,
      such nomination shall be disregarded, notwithstanding that proxies in respect
      of
      such nomination may have been received by the Corporation.
  (f)  In
      addition to the provisions of this Section
      3.2 ,
      a
      stockholder shall also comply with all of the applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to the
      matters set forth herein. Nothing in this Section
      3.2 shall be
      deemed to affect any rights of the holders of Preferred Stock to elect directors
      pursuant to the Certificate of Incorporation.
  **Section
      3.3**  **Compensation.** Unless
      otherwise restricted by the Certificate of Incorporation or these Bylaws, the
      Board shall have the authority to fix the compensation of directors. The
      directors may be reimbursed their expenses, if any, of attendance at each
      meeting of the Board and may be paid either a fixed sum for attendance at each
      meeting of the Board or other compensation as director. No such payment shall
      preclude any director from serving the Corporation in any other capacity and
      receiving compensation therefor. Members of committees of the Board may be
      allowed like compensation and reimbursement of expenses for service on the
      committee.
  9
 **Section
      3.4**  **Number
      of Directors.** The
      number of directors which shall constitute the Whole Board shall be not less
      than one nor more than seven. The actual number of directors shall be fixed
      from
      time to time solely by resolution adopted by the affirmative vote of a majority
      of the directors. The directors need not be stockholders nor residents of the
      State of Delaware. Except as may be otherwise expressly provided by the
      Certificate of Incorporation or in Section 3.5, the directors shall be elected
      at the annual meeting of the stockholders, and each director elected shall
      hold
      office until his or her successor is elected and qualified; provided, however,
      that unless otherwise restricted by the Certificate of Incorporation or by
      law,
      any director or the entire Board may be removed, for cause, from the Board
      at
      any meeting of stockholders upon the affirmative vote of not less than a
      majority of the total voting power of all outstanding securities of the
      Corporation then entitled to vote generally in the election of directors, voting
      together as a single class.
  **Section
      3.5**  **Vacancies.** Vacancies
      on the Board by reason of death, resignation, retirement, disqualification,
      removal from office, or otherwise, and newly created directorships resulting
      from any increase in the authorized number of directors may be filled by a
      vote
      of the majority of the directors then in office, although less than a quorum,
      or
      by a sole remaining director. The directors so chosen shall hold office until
      the next annual election of directors and until their successors are duly
      elected and qualified, unless sooner displaced; provided, that if there shall
      be
      a classified board that each director so elected shall hold office for a term
      that shall coincide with the remaining term of the class to which such director
      shall have been elected, and until his or her successor shall have been duly
      elected and qualified. If there are no directors in office, then an election
      of
      directors may be held in the manner provided by statute. If, at the time of
      filling any vacancy or any newly created directorship, the directors then in
      office shall constitute less than a majority of the Whole Board (as constituted
      immediately prior to any such increase), the Court of Chancery may, upon
      application of any stockholder or stockholders holding at least ten percent
      of
      the total number of the shares at the time outstanding having the right to
      vote
      for such directors, summarily order an election to be held to fill any such
      vacancies or newly created directorships, or to replace the directors chosen
      by
      the directors then in office.
  **ARTICLE
      IV**
 **BOARD
      MEETINGS**
  **Section
      4.1**  **Annual
      Meetings.** The
      Board
      shall meet as soon as practicable after the adjournment of each annual
      stockholders meeting at the place of the annual stockholders meeting unless
      the
      Board shall fix another time and place and give notice thereof in the manner
      required herein for special meetings of the Board. No notice to the directors
      shall be necessary to legally convene this meeting, except as provided in this Section
      4.1 .
  **Section
      4.2**  **Regular
      Meetings.** Regularly
      scheduled, periodic meetings of the Board may be held without notice at such
      times, dates and places as shall from time to time be determined by the
      Board.
  10
 **Section
      4.3**  **Special
      Meetings.** Special
      meetings of the Board (a) may be called by the Chairman of the Board or the
      Chief Executive Officer and (b) shall be called by the Chairman of the Board,
      Chief Executive Officer or Secretary on the written request of at least
      one-third of directors then in office, or the sole director, as the case may
      be,
      and shall be held at such time, date and place as may be determined by the
      person calling the meeting or, if called upon the request of directors or the
      sole director, as specified in such written request. Notice of each special
      meeting of the Board shall be given, as provided in Section
      9.3 ,
      to each
      director (i) at least 24 hours before the meeting if such notice is oral notice
      given personally or by telephone or written notice given by hand delivery or
      by
      means of a form of electronic transmission and delivery; (ii) at least two
      days
      before the meeting if such notice is sent by an internationally recognized
      overnight delivery service; and (iii) at least five days before the meeting
      if
      such notice is sent through the United States mail. If the Secretary shall
      fail
      or refuse to give such notice, then the notice may be given by the officer
      who
      called the meeting or the directors who requested the meeting. Any and all
      business that may be transacted at a regular meeting of the Board may be
      transacted at a special meeting. Except as may be otherwise expressly provided
      by applicable law, the Certificate of Incorporation, or these Bylaws, neither
      the business to be transacted at, nor the purpose of, any special meeting need
      be specified in the notice or waiver of notice of such meeting. A special
      meeting may be held at any time without notice if all the directors are present
      or if those not present waive notice of the meeting in accordance with Section
      9.4 .
  **Section
      4.4**  **Quorum;
      Required Vote.** A
      majority of the Whole Board shall constitute a quorum for the transaction of
      business at any meeting of the Board, and the act of a majority of the directors
      present at any meeting at which there is a quorum shall be the act of the Board,
      except as may be otherwise specifically provided by applicable law, the
      Certificate of Incorporation or these Bylaws. If a quorum shall not be present
      at any meeting, a majority of the directors present may adjourn the meeting
      from
      time to time, without notice other than announcement at the meeting, until
      a
      quorum is present.
 
 Notwithstanding
      the foregoing provisions of this Section 4.4, a vote of the majority of the
      independent directors shall be required for the selection of director nominees
      for election at each annual meeting of stockholders, or at any special meeting
      of stockholders called for the purpose of electing directors.
 
  **Section
      4.5**  **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 any
      committee thereof may be taken without a meeting if all members of the Board
      or
      committee, as the case may be, consent thereto in writing or by electronic
      transmission, and the writing or writings or electronic transmission or
      transmissions (or paper reproductions thereof) are filed with the minutes of
      proceedings of the Board or committee. Such filing shall be in paper form if
      the
      minutes are maintained in paper form and shall be in electronic form if the
      minutes are maintained in electronic form.
  **Section
      4.6**  **Organization.** The
      chairman of each meeting of the Board shall be the Chairman of the Board or,
      in
      the absence (or inability or refusal to act) of the Chairman of the Board,
      the
      Chief Executive Officer (if he or she shall be a director) or, in the absence
      (or inability or refusal to act) of the Chief Executive Officer or if the Chief
      Executive Officer is not a director, a chairman elected from the directors
      present. The Secretary shall act as secretary of all meetings of the Board.
      In
      the absence (or inability or refusal to act) of the Secretary, an Assistant
      Secretary shall perform the duties of the Secretary at such meeting. In the
      absence (or inability or refusal to act) of the Secretary and all Assistant
      Secretaries, the chairman of the meeting may appoint any person to act as
      secretary of the meeting.
  11
 **ARTICLE
      V**
 **COMMITTEES
      OF DIRECTORS**
  **Section
      5.1**  **Establishment.** The
      Board may designate one or more committees, each committee to consist of one
      or
      more of the directors. Each committee shall keep regular minutes of its meetings
      and report the same to the Board when required. The Board shall have the power
      at any time to fill vacancies in, to change the membership of, or to dissolve
      any such committee.
  **Section
      5.2**  **Available
      Powers.** Any
      committee established pursuant to Section
      5.1 hereof,
      to the extent permitted by applicable law and by resolution of the Board, shall
      have and may exercise all of the powers and authority of the Board in the
      management of the business and affairs of the Corporation, and may authorize
      the
      seal of the Corporation to be affixed to all papers that may require it.
  **Section
      5.3**  **Alternate
      Members.** The
      Board
      may designate one or more directors as alternate members of any committee,
      who
      may replace any absent or disqualified member at any meeting of such committee.
  **Section
      5.4**  **Procedures.** Unless
      the Board otherwise provides, the time, date, place, if any, and notice of
      meetings of a committee shall be determined by such committee. At meetings
      of a
      committee, a majority of the number of members of the committee (but not
      including any alternate member, unless such alternate member has replaced any
      absent or disqualified member at the time of, or in connection with, such
      meeting) shall constitute a quorum for the transaction of business. The act
      of a
      majority of the members present at any meeting at which a quorum is present
      shall be the act of the committee, except as otherwise specifically provided
      by
      applicable law, the Certificate of Incorporation, these Bylaws or the Board.
      If
      a quorum is not present at a meeting of a committee, the members present may
      adjourn the meeting from time to time, without notice other than an announcement
      at the meeting, until a quorum is present. Unless the Board otherwise provides
      and except as provided in these Bylaws, each committee designated by the Board
      may make, alter, amend and repeal rules for the conduct of its business. In
      the
      absence of such rules each committee shall conduct its business in the same
      manner as the Board is authorized to conduct its business pursuant to Article
      III and Article
      IV of these
      Bylaws.
  **ARTICLE
      VI**
 **OFFICERS**
  **Section
      6.1**  **Officers.** The
      officers of the Corporation elected by the Board shall be a Chairman of the
      Board, a Chief Executive Officer, a President, a Treasurer, a Secretary and
      such
      other officers (including without limitation a Chief Financial Officer, Vice
      Presidents, Assistant Secretaries and Assistant Treasurers) as the Board from
      time to time may determine. Officers elected by the Board shall each have such
      powers and duties as generally pertain to their respective offices, subject
      to
      the specific provisions of this Article
      VI .
      Such
      officers shall also have such powers and duties as from time to time may be
      conferred by the Board. The Chairman of the Board, Chief Executive Officer
      or
      President may also appoint such other officers (including without limitation
      one
      or more Vice Presidents and Controllers) as may be necessary or desirable for
      the conduct of the business of the Corporation. Such other officers shall have
      such powers and duties and shall hold their offices for such terms as may be
      provided in these Bylaws or as may be prescribed by the Board or, if such
      officer has been appointed by the Chairman of the Board, Chief Executive Officer
      or President, as may be prescribed by the appointing officer.
  12
  (a)  Chairman
      of the Board .
      The
      Chairman of the Board shall preside when present at all meetings of the
      stockholders and the Board. The Chairman of the Board shall advise and counsel
      the Chief Executive Officer and other officers and shall exercise such powers
      and perform such duties as shall be assigned to or required of the Chairman
      of
      the Board from time to time by the Board or these Bylaws.
  (b)  Chief
      Executive Officer .
      The
      Chief Executive Officer shall be the chief executive officer of the Corporation,
      shall have general supervision of the affairs of the Corporation and general
      control of all of its business subject to the ultimate authority of the Board,
      and shall be responsible for the execution of the policies of the Board. In
      the
      absence (or inability or refusal to act) of the Chairman of the Board, the
      Chief
      Executive Officer (if he or she shall be a director) shall preside when present
      at all meetings of the stockholders and the Board.
  (c)  President .
      The
      President shall be the chief operating officer of the Corporation and shall,
      subject to the authority of the Chief Executive Officer and the Board, have
      general management and control of the day-to-day business operations of the
      Corporation and shall consult with and report to the Chief Executive Officer.
      The President shall put into operation the business policies of the Corporation
      as determined by the Chief Executive Officer and the Board and as communicated
      to the President by the Chief Executive Officer and the Board. The President
      shall make recommendations to the Chief Executive Officer on all operational
      matters that would normally be reserved for the final executive responsibility
      of the Chief Executive Officer. In the absence (or inability or refusal to
      act)
      of the Chairman of the Board and Chief Executive Officer, the President (if
      he
      or she shall be a director) shall preside when present at all meetings of the
      stockholders and the Board.
  (d)  Vice
      Presidents .
      In the
      absence (or inability or refusal to act) of the President, the Vice President
      (or in the event there be more than one Vice President, the Vice Presidents
      in
      the order designated by the Board) shall perform the duties and have the powers
      of the President. Any one or more of the Vice Presidents may be given an
      additional designation of rank or function.
  (e)  Secretary .
  (i)  The
      Secretary shall attend all meetings of the stockholders, the Board and (as
      required) committees of the Board and shall record the proceedings of such
      meetings in books to be kept for that purpose. The Secretary shall give, or
      cause to be given, notice of all meetings of the stockholders and special
      meetings of the Board and shall perform such other duties as may be prescribed
      by the Board, the Chairman of the Board, Chief Executive Officer or the
      President. The Secretary shall have custody of the corporate seal of the
      Corporation and the Secretary, or any Assistant Secretary, shall have authority
      to affix the same to any instrument requiring it, and when so affixed, it may
      be
      attested by his or her signature or by the signature of such Assistant
      Secretary. The Board may give general authority to any other officer to affix
      the seal of the Corporation and to attest the affixing thereof by his or her
      signature.
  13
 (ii)  The
      Secretary shall keep, or cause to be kept, at the principal executive office
      of
      the Corporation or at the office of the Corporation’s transfer agent or
      registrar, if one has been appointed, a stock ledger, or duplicate stock ledger,
      showing the names of the stockholders and their addresses, the number and
      classes of shares held by each and, with respect to certificated shares, the
      number and date of certificates issued for the same and the number and date
      of
      certificates cancelled.
  (f)  Assistant
      Secretaries .
      The
      Assistant Secretary or, if there be more than one, the Assistant Secretaries
      in
      the order determined by the Board shall, in the absence (or inability or refusal
      to act) of the Secretary, perform the duties and have the powers of the
      Secretary.
  (g)  Treasurer .
      The
      Treasurer shall perform all duties commonly incident to that office (including,
      without limitation, the care and custody of the funds and securities of the
      Corporation which from time to time may come into the Treasurer’s hands and the
      deposit of the funds of the Corporation in such banks or trust companies as
      the
      Board, the Chief Executive Officer or the President may authorize).
  (h)  Assistant
      Treasurers .
      The
      Assistant Treasurer or, if there shall be more than one, the Assistant
      Treasurers in the order determined by the Board shall, in the absence (or
      inability or refusal to act) of the Treasurer, perform the duties and exercise
      the powers of the Treasurer.
  **Section
      6.2**  **Term
      of Office.** The
      elected officers of the Corporation shall be elected annually by the Board
      at
      its first meeting held after each annual meeting of stockholders. All officers
      elected by the Board shall hold office until the next annual meeting of the
      Board and until their successors are duly elected and qualified or until their
      earlier death, resignation, retirement, disqualification, or removal from
      office. Any officer may be removed, with or without cause, at any time by the
      Board. Any officer appointed by the Chairman of the Board, Chief Executive
      Officer or President may also be removed, with or without cause, by the Chairman
      of the Board, Chief Executive Officer or President, as the case may be, unless
      the Board otherwise provides. Any vacancy occurring in any elected office of
      the
      Corporation may be filled by the Board. Any vacancy occurring in any office
      appointed by the Chairman of the Board, Chief Executive Officer or President
      may
      be filled by the Chairman of the Board, Chief Executive Officer or President,
      as
      the case may be, unless the Board then determines that such office shall
      thereupon be elected by the Board, in which case the Board shall elect such
      officer.
  **Section
      6.3**  **Other
      Officers.** The
      Board may delegate the power to appoint such other officers and agents, and
      may
      also remove such officers and agents or delegate the power to remove same,
      as it
      shall from time to time deem necessary or desirable.
  **Section
      6.4**  **Multiple
      Officeholders; Stockholder and Director Officers.** Any
      number of offices may be held by the same person, unless the Certificate of
      Incorporation or these Bylaws otherwise provide. Officers need not be
      stockholders or residents of the State of Delaware.
  14
 **ARTICLE
      VII**
 **SHARE
      CERTIFICATES**
  **Section
      7.1**  **Entitlement
      to Certificates.** The
      shares of the Corporation shall be represented by certificates, provided that
      the Board may provide by resolution or resolutions that some or all of any
      or
      all classes or series of its stock shall be uncertificated shares. Any such
      resolution shall not apply to shares represented by a certificate until such
      certificate is surrendered to the Corporation. Notwithstanding the adoption
      of
      such a resolution by the Board, every holder of stock represented by
      certificates and upon request every holder of uncertificated shares shall be
      entitled to have a certificate signed in accordance with Section
      7.3 representing the number of shares registered in certificate form. The
      Corporation shall not have power to issue a certificate representing shares
      in
      bearer form.
  **Section
      7.2**  **Multiple
      Classes of Stock.** If the
      Corporation shall be authorized to issue more than one class of stock or more
      than one series of any class, the Corporation shall (a) cause the powers,
      designations, preferences and relative, participating, optional or other special
      rights of each class of stock or series thereof and the qualifications,
      limitations or restrictions of such preferences or rights to be set forth in
      full or summarized on the face or back of any certificate which the Corporation
      issues to represent shares of such class or series of stock or (b) in the case
      of uncertificated shares, within a reasonable time after the issuance or
      transfer of such shares, send to the registered owner thereof a written notice
      containing the information required to be set forth on certificates as specified
      in clause (a) above; provided, however, that, except as otherwise provided
      by
      applicable law, in lieu of the foregoing requirements, there may be set forth
      on
      the face or back of such certificate or, in the case of uncertificated shares,
      on such written notice a statement that the Corporation will furnish without
      charge to each stockholder who so requests the powers, designations, preferences
      and relative, participating, optional or other special rights of each class
      of
      stock or series thereof and the qualifications, limitations or restrictions
      of
      such preferences or rights.
  **Section
      7.3**  **Signatures.** Each
      certificate representing capital stock of the Corporation shall be signed by
      or
      in the name of the Corporation by (a) the Chairman of the Board, the Chief
      Executive Officer, the President or a Vice President and (b) the Treasurer,
      an
      Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation.
      Any or all the signatures on the certificate may be a facsimile. In case any
      officer, transfer agent or registrar who has signed or whose facsimile signature
      has been placed upon a certificate shall have ceased to be such officer,
      transfer agent or registrar before such certificate is issued, such certificate
      may be issued by the Corporation with the same effect as if such person were
      such officer, transfer agent or registrar on the date of issue.
  **Section
      7.4**  **Consideration
      and Payment for Shares.**
  (a)  Subject
      to applicable law and the Certificate of Incorporation, shares of stock may
      be
      issued for such consideration, having in the case of shares with par value
      a
      value not less than the par value thereof, and to such persons, as determined
      from time to time by the Board. The consideration may consist of any tangible
      or
      intangible property or benefit to the Corporation including cash, promissory
      notes, services performed, contracts for services to be performed or other
      securities.
  15
 (b)  Subject
      to applicable law and the Certificate of Incorporation, shares may not be issued
      until the full amount of the consideration has been paid, unless upon the face
      or back of each certificate issued to represent any partly paid shares of
      capital stock or upon the books and records of the Corporation in the case
      of
      partly paid uncertificated shares, there shall have been set forth the total
      amount of the consideration to be paid therefor and the amount paid thereon
      up
      to and including the time said certificate representing certificated shares
      or
      said uncertificated shares are issued.
  **Section
      7.5**  **Lost,
      Destroyed or Wrongfully Taken Certificates.**
  (a)  If
      an
      owner of a certificate representing shares claims that such certificate has
      been
      lost, destroyed or wrongfully taken, the Corporation shall issue a new
      certificate representing such shares or such shares in uncertificated form
      if
      the owner: (i) requests such a new certificate before the Corporation has notice
      that the certificate representing such shares has been acquired by a protected
      purchaser; (ii) if requested by the Corporation, delivers to the Corporation
      a
      bond sufficient to indemnify the Corporation against any claim that may be
      made
      against the Corporation on account of the alleged loss, wrongful taking or
      destruction of such certificate or the issuance of such new certificate or
      uncertificated shares; and (iii) satisfies other reasonable requirements imposed
      by the Corporation.
  (b)  If
      a
      certificate representing shares has been lost, apparently destroyed or
      wrongfully taken, and the owner fails to notify the Corporation of that fact
      within a reasonable time after the owner has notice of such loss, apparent
      destruction or wrongful taking and the Corporation registers a transfer of
      such
      shares before receiving notification, the owner shall be precluded from
      asserting against the Corporation any claim for registering such transfer or
      a
      claim to a new certificate representing such shares or such shares in
      uncertificated form.
  **Section
      7.6**  **Transfer
      of Stock.**
  (a)  If
      a
      certificate representing shares of the Corporation is presented to the
      Corporation with an indorsement requesting the registration of transfer of
      such
      shares or an instruction is presented to the Corporation requesting the
      registration of transfer of uncertificated shares, the Corporation shall
      register the transfer as requested if:
  (i)  in
      the
      case of certificated shares, the certificate representing such shares has been
      surrendered;
  (ii)  (A)
      with
      respect to certificated shares, the indorsement is made by the person specified
      by the certificate as entitled to such shares; (B) with respect to
      uncertificated shares, an instruction is made by the registered owner of such
      uncertificated shares; or (C) with respect to certificated shares or
      uncertificated shares, the indorsement or instruction is made by any other
      appropriate person or by an agent who has actual authority to act on behalf
      of
      the appropriate person;
  (iii)  the
      Corporation has received a guarantee of signature of the person signing such
      indorsement or instruction or such other reasonable assurance that the
      indorsement or instruction is genuine and authorized as the Corporation may
      request;
  16
 (iv)  the
      transfer does not violate any restriction on transfer imposed by the Corporation
      that is enforceable in accordance with Section
      7.8(a) ;
      and
  (v)  such
      other conditions for such transfer as shall be provided for under applicable
      law
      have been satisfied.
  (b)  Whenever
      any transfer of shares shall be made for collateral security and not absolutely,
      the Corporation shall so record such fact in the entry of transfer if, when
      the
      certificate for such shares is presented to the Corporation for transfer or,
      if
      such shares are uncertificated, when the instruction for registration of
      transfer thereof is presented to the Corporation, both the transferor and
      transferee request the Corporation to do so.
  **Section
      7.7**  **Registered
      Stockholders.** Before
      due presentment for registration of transfer of a certificate representing
      shares of the Corporation or of an instruction requesting registration of
      transfer of uncertificated shares, the Corporation may treat the registered
      owner as the person exclusively entitled to inspect for any proper purpose
      the
      stock ledger and the other books and records of the Corporation, vote such
      shares, receive dividends or notifications with respect to such shares and
      otherwise exercise all the rights and powers of the owner of such shares, except
      that a person who is the beneficial owner of such shares (if held in a voting
      trust or by a nominee on behalf of such person) may, upon providing documentary
      evidence of beneficial ownership of such shares and satisfying such other
      conditions as are provided under applicable law, may also so inspect the books
      and records of the Corporation.
  **Section
      7.8**  **Effect
      of the Corporation’s Restriction on Transfer.**
  (a)  A
      written
      restriction on the transfer or registration of transfer of shares of the
      Corporation or on the amount of shares of the Corporation that may be owned
      by
      any person or group of persons, if permitted by the Delaware General Corporation
      Law (the “ DGCL ”)
      and
      noted conspicuously on the certificate representing such shares or, in the
      case
      of uncertificated shares, contained in a notice sent by the Corporation to
      the
      registered owner of such shares within a reasonable time after the issuance
      or
      transfer of such shares, may be enforced against the holder of such shares
      or
      any successor or transferee of the holder including an executor, administrator,
      trustee, guardian or other fiduciary entrusted with like responsibility for
      the
      person or estate of the holder.
  (b)  A
      restriction imposed by the Corporation on the transfer or the registration
      of
      shares of the Corporation or on the amount of shares of the Corporation that
      may
      be owned by any person or group of persons, even if otherwise lawful, is
      ineffective against a person without actual knowledge of such restriction
      unless: (i) the shares are certificated and such restriction is noted
      conspicuously on the certificate; or (ii) the shares are uncertificated and
      such
      restriction was contained in a notice sent by the Corporation to the registered
      owner of such shares within a reasonable time after the issuance or transfer
      of
      such shares.
  **Section
      7.9**  **Regulations** .
      The
      Board shall have power and authority to make such additional rules and
      regulations, subject to any applicable requirement of law, as the Board may
      deem
      necessary and appropriate with respect to the issue, transfer or registration
      of
      transfer of shares of stock or certificates representing shares. The Board
      may
      appoint one or more transfer agents or registrars and may require for the
      validity thereof that certificates representing shares bear the signature of
      any
      transfer agent or registrar so appointed.
  17
  **ARTICLE
      VIII**
 **INDEMNIFICATION**
  **Section
      8.1**  **Right
      to Indemnification.** The
      Corporation may indemnify every person who was or is a party or is or was
      threatened to be made a party to any action, suit, or proceeding, whether civil,
      criminal, administrative or investigative, by reason of the fact that he or
      she
      is or was an employee or agent of the Corporation or, while an employee or
      agent
      of the Corporation, is or was serving at the request of the Corporation as
      an
      employee or agent or trustee of another corporation, partnership, limited
      liability company, joint venture, trust, employee benefit plan or other
      enterprise, against expenses (including counsel fees), judgments, fines and
      amounts paid in settlement actually and reasonably incurred by him or her in
      connection with such action, suit or proceeding, to the extent permitted by
      applicable law.
  **ARTICLE
      IX**
 **MISCELLANEOUS**
  **Section
      9.1**  **Place
      of Meetings.** If
      the
      place of any meeting of stockholders, the Board or committee of the Board for
      which notice is required under these Bylaws is not designated in the notice
      of
      such meeting, such meeting shall be held at the principal business office of
      the
      Corporation; provided, however, if the Board has, in its sole discretion,
      determined that a meeting shall not be held at any place, but instead shall
      be
      held by means of remote communication pursuant to Section
      9.5 hereof,
      then such meeting shall not be held at any place.
  **Section
      9.2**  **Fixing
      Record Dates.**
  (a)  In
      order
      that the Corporation may determine the stockholders entitled to notice of or
      to
      vote at any meeting of stockholders or any adjournment thereof, the Board may
      fix a record date, which shall not precede the date upon which the resolution
      fixing the record date is adopted by the Board, and which record date shall
      not
      be more than 60 nor less than 10 days before the date of such meeting. If no
      record date is fixed by the Board, the record date for determining stockholders
      entitled to notice of or to vote at a meeting of stockholders shall be at the
      close of business on the business day next preceding the day on which notice
      is
      given, or, if notice is waived, at the close of business on the business day
      next preceding the day on which the meeting is held. A determination of
      stockholders of record entitled to notice of or to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting; provided, however,
      that the Board may fix a new record date for the adjourned meeting.
  (b)  In
      order
      that the Corporation may determine the stockholders entitled to receive payment
      of any dividend or other distribution or allotment of any rights or the
      stockholders entitled to exercise any rights in respect of any change,
      conversion or exchange of stock, or for the purpose of any other lawful action,
      the Board may fix a record date, which record date shall not precede the date
      upon which the resolution fixing the record date is adopted, and which record
      date shall be not more than 60 days prior to such action. If no record date
      is
      fixed, the record date for determining stockholders for any such purpose shall
      be at the close of business on the day on which the Board adopts the resolution
      relating thereto.
  18
  (c)  In
      order
      that the Corporation may determine the stockholders entitled to consent to
      corporate action in writing without a meeting, the Board may fix a record date,
      which record date shall not precede the date upon which the resolution fixing
      the record date is adopted by the Board, and which date shall not be more than
      10 days after the date upon which the resolution fixing the record date is
      adopted by the Board. If no record date has been fixed by the Board, the record
      date for determining stockholders entitled to consent to corporate action in
      writing without a meeting, when no prior action by the Board is otherwise
      required, shall be the first date on which a signed written consent setting
      forth the action taken or proposed to be taken is delivered to the Corporation
      by delivery to its registered office in the State of Delaware, its principal
      place of business, or the Secretary of the Corporation. Delivery made to the
      Corporation’s registered office shall be by hand or by certified or registered
      mail, return receipt requested. If no record date has been fixed by the Board
      and prior action by the Board is otherwise required, the record date for
      determining stockholders entitled to consent to corporate action in writing
      without a meeting shall be at the close of business on the day on which the
      Board adopts the resolution taking such prior action.
  **Section
      9.3**  **Means
      of Giving Notice.**
  (a)  Notice
      to Directors .
      Whenever under applicable law, the Certificate of Incorporation or these Bylaws
      notice is required to be given to any director, such notice shall be given
      either (i) in writing and sent by hand delivery, through the United States
      mail,
      or by an internationally recognized overnight delivery service for next day
      delivery, (ii) by means of facsimile telecommunication or other form of
      electronic transmission, or (iii) by oral notice given personally or by
      telephone. A notice to a director will be deemed given as follows: (i) if given
      by hand delivery, orally, or by telephone, when actually received by the
      director, (ii) if sent through the United States mail, when deposited in the
      United States mail, with postage and fees thereon prepaid, addressed to the
      director at the director's address appearing on the records of the Corporation,
      (iii) if sent for next day delivery by an internationally recognized overnight
      delivery service, when deposited with such service, with fees thereon prepaid,
      addressed to the director at the director's address appearing on the records
      of
      the Corporation, (iv) if sent by facsimile telecommunication, when sent to
      the
      facsimile transmission number for such director appearing on the records of
      the
      Corporation, (v) if sent by electronic mail, when sent to the electronic mail
      address for such director appearing on the records of the Corporation, or (vi)
      if sent by any other form of electronic transmission, when sent to the address,
      location or number (as applicable) for such director appearing on the records
      of
      the Corporation.
  (b)  Notice
      to Stockholders .
      Whenever under applicable law, the Certificate of Incorporation or these Bylaws
      notice is required to be given to any stockholder, such notice may be given
      (i)
      in writing and sent either by hand delivery, through the United States mail,
      or
      by an internationally recognized overnight delivery service for next day
      delivery, or (ii) by means of a form of electronic transmission consented to
      by
      the stockholder, to the extent permitted by, and subject to the conditions
      set
      forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed
      given as follows: (i) if given by hand delivery, when actually received by
      the
      stockholder, (ii) if sent through the United States mail, when deposited in
      the
      United States mail, with postage and fees thereon prepaid, addressed to the
      stockholder at the stockholder's address appearing on the stock ledger of the
      Corporation, (iii) if sent for next day delivery by a nationally recognized
      overnight delivery service, when deposited with such service, with fees thereon
      prepaid, addressed to the stockholder at the stockholder's address appearing
      on
      the stock ledger of the Corporation, and (iv) if given by a form of electronic
      transmission consented to by the stockholder to whom the notice is given and
      otherwise meeting the requirements set forth above, (A) if by facsimile
      transmission, when directed to a number at which the stockholder has consented
      to receive notice, (B) if by electronic mail, when directed to an electronic
      mail address at which the stockholder has consented to receive notice, (C)
      if by
      a posting on an electronic network together with separate notice to the
      stockholder of such specified posting, upon the later of (1) such posting and
      (2) the giving of such separate notice, and (D) if by any other form of
      electronic transmission, when directed to the stockholder. A stockholder may
      revoke such stockholder’s consent to receiving notice by means of electronic
      communication by giving written notice of such revocation to the Corporation.
      Any such consent shall be deemed revoked if (1) the Corporation is unable to
      deliver by electronic transmission two consecutive notices given by the
      Corporation in accordance with such consent and (2) such inability becomes
      known
      to the Secretary or an Assistant Secretary or to the Corporation’s transfer
      agent, or other person responsible for the giving of notice; provided, however,
      the inadvertent failure to treat such inability as a revocation shall not
      invalidate any meeting or other action.
  19
  (c)  Electronic
      Transmission .
      “ Electronic
      transmission ***”*** means
      any form of communication, not directly involving the physical transmission
      of
      paper, that creates a record that may be retained, retrieved and reviewed by
      a
      recipient thereof, and that may be directly reproduced in paper form by such
      a
      recipient through an automated process, including but not limited to
      transmission by telex, facsimile telecommunication, electronic mail, telegram
      and cablegram.
  (d)  Notice
      to Stockholders Sharing Same Address .
      Without
      limiting the manner by which notice otherwise may be given effectively by the
      Corporation to stockholders, any notice to stockholders given by the Corporation
      under any provision of the DGCL, the Certificate of Incorporation or these
      Bylaws shall be effective if given by a single written notice to stockholders
      who share an address if consented to by the stockholders at that address to
      whom
      such notice is given. A stockholder may revoke such stockholder’s consent by
      delivering written notice of such revocation to the Corporation. Any stockholder
      who fails to object in writing to the Corporation within 60 days of having
      been
      given written notice by the Corporation of its intention to send such a single
      written notice shall be deemed to have consented to receiving such single
      written notice.
  (e)  Exceptions
      to Notice Requirements .
      Whenever notice is required to be given, under the DGCL, the Certificate of
      Incorporation or these Bylaws, to any person with whom communication is
      unlawful, the giving of such notice to such person shall not be required and
      there shall be no duty to apply to any governmental authority or agency for
      a
      license or permit to give such notice to such person. Any action or meeting
      which shall be taken or held without notice to any such person with whom
      communication is unlawful shall have the same force and effect as if such notice
      had been duly given. In the event that the action taken by the Corporation
      is
      such as to require the filing of a certificate with the Secretary of State
      of
      Delaware, the certificate shall state, if such is the fact and if notice is
      required, that notice was given to all persons entitled to receive notice except
      such persons with whom communication is unlawful.
  20
  Whenever
      notice is required to be given by the Corporation, under any provision of the
      DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder
      to
      whom (1) notice of two consecutive annual meetings of stockholders and all
      notices of stockholder meetings or of the taking of action by written consent
      of
      stockholders without a meeting to such stockholder during the period between
      such two consecutive annual meetings, or (2) all, and at least two payments
      (if sent by first-class mail) of dividends or interest on securities during
      a
      12-month period, have been mailed addressed to such stockholder at such
      stockholder’s address as shown on the records of the Corporation and have been
      returned undeliverable, the giving of such notice to such stockholder shall
      not
      be required. Any action or meeting which shall be taken or held without notice
      to such stockholder shall have the same force and effect as if such notice
      had
      been duly given. If any such stockholder shall deliver to the Corporation a
      written notice setting forth such stockholder’s then current address, the
      requirement that notice be given to such stockholder shall be reinstated. In
      the
      event that the action taken by the Corporation is such as to require the filing
      of a certificate with the Secretary of State of Delaware, the certificate need
      not state that notice was not given to persons to whom notice was not required
      to be given pursuant to Section 230(b) of the DGCL. The exception in subsection
      (1) of the first sentence of this paragraph to the requirement that notice
      be
      given shall not be applicable to any notice returned as undeliverable if the
      notice was given by electronic transmission.
  **Section
      9.4**  **Waiver
      of Notice.** Whenever
      any notice is required to be given under applicable law, the Certificate of
      Incorporation, or these Bylaws, a written waiver of such notice, signed before
      or after the date of such meeting by the person or persons entitled to said
      notice, or a waiver by electronic transmission by the person entitled to said
      notice, shall be deemed equivalent to such required notice. All such waivers
      shall be kept with the books of the Corporation. Attendance at a meeting shall
      constitute a waiver of notice of such meeting, except where a person attends
      for
      the express purpose of objecting to the transaction of any business on the
      ground that the meeting was not lawfully called or convened.
  **Section
      9.5**  **Meeting
      Attendance via Remote Communication Equipment.**
  (a)  Stockholder
      Meetings .
      If
      authorized by the Board in its sole discretion, and subject to such guidelines
      and procedures as the Board may adopt, stockholders and proxyholders not
      physically present at a meeting of stockholders may, by means of remote
      communication:
  (i)  participate
      in a meeting of stockholders; and
  (ii)  be
      deemed
      present in person and vote at a meeting of stockholders, whether such meeting
      is
      to be held at a designated place or solely by means of remote communication,
      provided that (A) the Corporation shall implement reasonable measures to verify
      that each person deemed present and permitted to vote at the meeting by means of
      remote communication is a stockholder or proxyholder, (B) the Corporation shall
      implement reasonable measures to provide such stockholders and proxyholders
      a
      reasonable opportunity to participate in the meeting and to vote on matters
      submitted to the stockholders, including an opportunity to read or hear the
      proceedings of the meeting substantially concurrently with such proceedings,
      and
      (C) if any stockholder or proxyholder votes or takes other action at the meeting
      by means of remote communication, a record of such votes or other action shall
      be maintained by the Corporation.
  21
  (b)  Board
      Meetings .
      Unless
      otherwise restricted by applicable law, the Certificate of Incorporation, or
      these Bylaws, members of the Board or any committee thereof may participate
      in a
      meeting of the Board or any committee thereof by means of conference telephone
      or other communications equipment by means of which all persons participating
      in
      the meeting can hear each other. Such participation in a meeting shall
      constitute presence in person at the meeting, except where a person participates
      in the meeting for the express purpose of objecting to the transaction of any
      business on the ground that the meeting was not lawfully called or
      convened.
  **Section
      9.6**  **Dividends.** The
      Board
      may from time to time declare, and the Corporation may pay, dividends (payable
      in cash, property or shares of the Corporation’s capital stock) on the
      Corporation’s outstanding shares of capital stock, subject to applicable law and
      the Certificate of Incorporation.
  **Section
      9.7**  **Reserves.** The
      Board
      may set apart out of the funds of the Corporation available for dividends a
      reserve or reserves for any proper purpose and may abolish any such
      reserve.
  **Section
      9.8**  **Contracts
      and Negotiable Instruments.** Except
      as
      otherwise provided by applicable law, the Certificate of Incorporation or these
      Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be
      executed and delivered in the name and on behalf of the Corporation by such
      officer or officers or other employee or employees of the Corporation as the
      Board may from time to time authorize. Such authority may be general or confined
      to specific instances as the Board may determine. The Chairman of the Board,
      the
      Chief Executive Officer, the President or any Vice President may execute and
      deliver any contract, bond, deed, lease, mortgage or other instrument in the
      name and on behalf of the Corporation. Subject to any restrictions imposed
      by
      the Board, the Chairman of the Board Chief Executive Officer, President or
      any
      Vice President may delegate powers to execute and deliver any contract, bond,
      deed, lease, mortgage or other instrument in the name and on behalf of the
      Corporation to other officers or employees of the Corporation under such
      person’s supervision and authority, it being understood, however, that any such
      delegation of power shall not relieve such officer of responsibility with
      respect to the exercise of such delegated power.
  **Section
      9.9**  **Fiscal
      Year.** The
      fiscal year of the Corporation shall be fixed by the Board.
  **Section
      9.10**  **Seal.** The
      seal
      of the Corporation shall be in such form as shall from time to time be adopted
      by the Board. The seal may be used by causing it or a facsimile thereof to
      be
      impressed, affixed or otherwise reproduced.
  22
  **Section
      9.11**  **Books
      and Records.** The
      books
      and records of the Corporation may be kept within or outside the State of
      Delaware at such place or places as may from time to time be designated by
      the
      Board.
  **Section
      9.12**  **Resignation.** Any
      director, committee member or officer may resign by giving notice thereof in
      writing or by electronic transmission to the Chairman of the Board, the Chief
      Executive Officer, the President or the Secretary. The resignation shall take
      effect at the time specified therein, or at the time of receipt of such notice
      if no time is specified or the specified time is earlier than the time of such
      receipt. Unless otherwise specified therein, the acceptance of such resignation
      shall not be necessary to make it effective.
  **Section
      9.13**  **Surety
      Bonds.** Such
      officers, employees and agents of the Corporation (if any) as the Chairman
      of
      the Board, Chief Executive Officer or the Board may direct, from time to time,
      shall be bonded for the faithful performance of their duties and for the
      restoration to the Corporation, in case of their death, resignation, retirement,
      disqualification or removal from office, of all books, papers, vouchers, money
      and other property of whatever kind in their possession or under their control
      belonging to the Corporation, in such amounts and by such surety companies
      as
      the Chairman of the Board, Chief Executive Officer or the Board may determine.
      The premiums on such bonds shall be paid by the Corporation and the bonds so
      furnished shall be in the custody of the Secretary.
  **Section
      9.14**  **Securities
      of Other Corporations.** Powers
      of
      attorney, proxies, waivers of notice of meeting, consents in writing and other
      instruments relating to securities owned by the Corporation may be executed
      in
      the name of and on behalf of the Corporation by the Chairman of the Board,
      Chief
      Executive Officer, President or any Vice President. Any such officer, may,
      in
      the name of and on behalf of the Corporation, take all such action as any such
      officer may deem advisable to vote in person or by proxy at any meeting of
      security holders of any corporation in which the Corporation may own securities,
      or to consent in writing, in the name of the Corporation as such holder, to
      any
      action by such corporation, and at any such meeting or with respect to any
      such
      consent shall possess and may exercise any and all rights and power incident
      to
      the ownership of such securities and which, as the owner thereof, the
      Corporation might have exercised and possessed. The Board may from time to
      time
      confer like powers upon any other person or persons.
  **Section
      9.15**  **Amendments.** The
      Board shall have the power to adopt, amend, alter or repeal these Bylaws. The
      affirmative vote of a majority of the Whole Board shall be required to adopt,
      amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended,
      altered or repealed by the stockholders; provided, however, that in addition
      to
      any vote of the holders of any class or series of capital stock of the
      Corporation required by applicable law or the Certificate of Incorporation,
      the
      affirmative vote of the holders of at least 662⁄3% of the voting power of all
      outstanding shares of capital stock of the Corporation entitled to vote
      generally in the election of directors, voting together as a single class,
      shall
      be required for the stockholders to adopt, amend, alter or repeal the
      Bylaws.