**EXHIBIT 3.2**

**BYLAWS**

**OF**

**SPARK NETWORKS, INC.**

**A Delaware Corporation**

**AMENDED AND RESTATED AS OF NOVEMBER 11, 2009**

**ARTICLE I: OFFICES**

**SECTION 1.1*****Registered Office***. 

The registered office of Spark Networks, Inc.(“Corporation”) shall be at 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle and the name of its registered agent at that address is Corporation Service Company. 

**SECTION 1.2*****Principal Office***. 

The principal office for the transaction of the business of the Corporation shall be as set forth in a resolution adopted by the Board of Directors of the Corporation (the “Board”). 

**SECTION 1.3*****Other Offices***. 

The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of theCorporation may require. 

**ARTICLE II: MEETINGS OF STOCKHOLDERS**

**SECTION 2.1*****Place of Meetings***. 

All annual meetings of stockholders and all other meetings of stockholders shall be held either at the principal office of the Corporation or at any other place within or without the State of Delawarethat may be designated by the Board pursuant to authority hereinafter granted to the Board. 

**SECTION 2.2*****Annual Meetings***.

Annual meetings of stockholders of the Corporation for the purpose of electing directors and for the transaction of such otherbusiness as may properly come before such meetings may be held at such time and place and on such date as the Board shall determine by resolution. 

**SECTION 2.3*****Special Meetings***. 

A special meeting of the stockholders for the transaction of anyproper business may be called at any time exclusively by the Board, the Chairman, the Chief Executive Officer or the President.

**SECTION 2.4*****Notice of Meetings***. 

Except as otherwiserequired by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote atsuch meeting by delivering a typewritten or printed notice thereof to such stockholder personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to such stockholder at such stockholder’s postoffice address furnished by such stockholder to the Secretary of the Corporation for such purpose, or, if such stockholder shall not have furnished an address to the Secretary for such purpose, then at such stockholder’s post office addresslast known to the Secretary, or by transmitting a notice thereof to such stockholder at such address by telegraph, cable, wireless or facsimile. Except as otherwise expressly required by law, no publication of any notice of a meeting of stockholdersshall be required. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the Delaware GeneralCorporation Law, as the same exists or may hereafter be amended (the “DGCL”)) by the stockholder to whom the notice is given. Every notice of a meeting of stockholders shall state the place, date and hour of the meeting and, in thecase of a special meeting, shall also state the purpose for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder to whom notice may be omitted pursuant to applicable Delaware law orwho shall have waived such notice, and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of stockholders need not be given if the time andplace thereof are announced at the meeting at which the adjournment is taken. 

**SECTION 2.5*****Fixing Date for Determination ofStockholders of Record***. 

In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange ofstock or for the purpose of any other lawful action other than to consent to corporate action in writing without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting, nor more than sixty (60) days prior to any such other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders the Boardshall not fix such a record date, then the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitledto notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 

**SECTION 2.6*****Quorum***. 

Except as otherwise required by law, the holders of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction ofbusiness at any meeting of stockholders of the Corporation or any adjournment thereof. Subject to the requirement of a larger percentage vote, if any, contained in the Certificate of Incorporation, these Bylaws or by statute, the stockholderspresent at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding any withdrawal of stockholders that may leave less than a quorum remaining, if any action taken (other thanadjournment) is approved by the vote of at least a majority in voting

 

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interest of the shares required to constitute a quorum. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in personor by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. 

**SECTION 2.7*****Voting***. 

(A) Each stockholder shall, at each meeting of stockholders, be entitled to vote, in the manner prescribed by the Corporation’s Certificate of Incorporation, in person or by proxy each share of the stock of the Corporation that hasvoting rights on the matter in question and that shall have been held by such stockholder and registered in such stockholder’s name on the books of the Corporation: 

(i) on the date fixed pursuant to Section 2.5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or 

(ii) if no such record date shall have been so fixed, then (a) at the close of business on the business day next preceding the day uponwhich notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the business day next preceding the day upon which the meeting shall be held. 

(B) Shares of the Corporation’s own stock belonging to the Corporation or to another corporation, if a majority of the shares entitledto vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciarycapacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation the pledgor shall have expressly empowered the pledgee to vote thereon, inwhich case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants,tenants in common, tenants by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of DGCL. 

(C) Subject to the provisions of the Corporation’s Certificate of Incorporation, any such voting rights may be exercised by thestockholder entitled thereto in person or by such stockholder’s proxy appointed by an instrument in writing, subscribed by such stockholder or by such stockholder’s attorney thereunto authorized and delivered to the secretary of themeeting. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless such stockholder shall in writing so notify the secretary of the meeting prior to the voting of theproxy. At any meeting of stockholders at which a quorum is present, all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws (including pursuant to Section 3.4 regarding the election of Directors), byapplicable law or pursuant to the rules and regulations of any stock exchange or quotation system on which the Corporation’s securities are listed or quoted, if applicable, shall be decided by the vote of a majority in voting interest of thestockholders present in person or by proxy and entitled to vote thereat and thereon. The vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot, each ballotshall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy, and it shall state the number of shares voted. 

**SECTION 2.8*****Inspectors of Election***. 

Prior to each meeting of stockholders, the Chairman of suchmeeting shall appoint an inspector(s) of election to act with respect to any vote. Each inspector of election so appointed shall first subscribe an oath faithfully to execute the duties of an inspector of

 

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election at such meeting with strict impartiality and according to the best of such inspector of election’s ability. Such inspector(s) of election shall decide upon the qualification of thevoters and shall certify and report the number of shares represented at the meeting and entitled to vote on any question, determine the number of votes entitled to be cast by each share, shall conduct the vote and, when the voting is completed,accept the votes and ascertain and report the number of shares voted respectively for and against each question, and determine, and retain for a reasonable period a record of the disposition of, any challenge made to any determination made by suchinspector(s) of election. Reports of inspector(s) of election shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The inspector(s) of election need not be stockholders of the Corporation, and any officer ofthe Corporation may be an inspector(s) of election on any question other than a vote for or against a proposal in which such officer shall have a material interest. The inspector(s) of election may appoint or retain other persons or entities toassist the inspector(s) of election in the performance of the duties of the inspector(s) of election. 

**SECTION 2.9*****Advance Noticeof Stockholder Proposals and Stockholder Director Nominations***. 

(A) Except for (1) any directors entitled to beelected by the holders of preferred stock, (2) any directors elected in accordance with Section 3.6 hereof by the Board of Directors to fill a vacancy or newly-created directorships or (3) as otherwise required by applicable law orstock market regulation, only persons who are nominated in accordance with the procedures in this Section 2.9 shall be eligible for election as directors. Nomination for election to the Board of Directors at a meeting of stockholders may bemade (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (x) complies with the notice procedures set forth in Section 2.9(B) and (y) is a stockholder of record on the dateof the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting. At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought beforethe meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought beforethe meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the business must constitute a propermatter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with the procedures set forth in the Section 2.9(B) and (y) be a stockholder ofrecord on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such annual meeting. 

(B) To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth(90th) day nor earlier than the close of business onthe one hundred twentieth (120th) day prior to thefirst anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting differs by more than thirty (30) days from such anniversary date or if the Corporation has not previouslyheld an annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth(90th) day prior to such annual meeting or the tenthday following the day on which public announcement of the date of such meeting is first made by the Corporation. In the case of an election of directors at a special meeting of stockholders, provided that the Board of Directors has determined thatdirectors shall be elected at such meeting, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the closeof business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall theadjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. 

 

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Such stockholder’s notice shall set forth (I) as to each person whom thestockholder proposes to nominate for election or reelection as a director (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder (or any successor thereto) (including such person’s written consent to being named inthe proxy statement as a nominee and to serving as a director if elected), (b) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (c) a representation that thestockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting and nominate the person or persons specified in the notice; (d) a description of allarrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; and (e) such otherinformation regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission had the nominee been nominated, orintended to be nominated, by the Board, (II) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text relating to the business(including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting, and anymaterial interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (III) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination orproposal is made (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (b) the class and number of shares of the Corporation which are owned beneficially and of recordby such stockholder and such beneficial owner, (c) a description of all arrangements or understandings between such stockholder or such beneficial owner, if any, and any other person or persons (including their names) in connection with theproposal of such business by such stockholder, (d) a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting and (e) a representation whether the stockholder orthe beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve oradopt the proposal and/or (y) otherwise to solicit proxies from stockholders in support of such proposal. In addition, the stockholder making such proposal shall promptly provide any other information reasonably requested by the Corporation. Inaddition, with regards to any director-nominee, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected. The Corporation may require any proposed nominee to furnish suchother information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director of the Corporation. 

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any meeting of stockholders except in accordance with the procedures set forth in this Section 2.9;*provided that* any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and is to be included in the Corporation’s proxystatement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 2.9. A stockholder shall not have complied with this Section 2.9(B) if the stockholder (or beneficial owner, if any, on whosebehalf the nomination is made) solicits or does not solicit, as the case may be, proxies in support of such stockholder’s proposal or director-nominee in contravention of the representations with respect thereto required by thisSection 2.9. 

(B) The chairman of any meeting shall have the power and duty to determine whether business was properlybrought before the meeting or a nomination was made in accordance with the provisions of this Section 2.9 (including whether the stockholder or beneficial owner, if any, on whose behalf a proposal or nomination is made solicited (or is part ofa group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal or nominee in compliance with the representations with respect thereto required by this Section 2.9), and if the chairmanshould determine that business was not properly brought before the meeting or a nomination was not made in accordance with the provisions of this Section 2.9, the chairman shall so declare to the meeting and such business shall not be broughtbefore the meeting or such nomination shall be disregarded, as applicable. 

 

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(C) Except as otherwise required by law, nothing in this Section 2.9 shall obligate theCorporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director submitted by astockholder or proposal. 

(D) Notwithstanding the foregoing provisions of this Section 2.9, if the stockholder (or aqualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or such business, such nomination shall be disregarded or such business shall not be considered,notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.9, to be considered a qualified representative of the stockholder, a person must be authorized by a writteninstrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission,or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. 

(E) Forpurposes of this Section 2.9, “public disclosure” shall include disclosure in a press release reported by the Dow Jones New Service, Associated Press or comparable national news service or in a document publicly filed by theCorporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 

**SECTION 2.10*****No Action Without Meeting***. 

Stockholders of the Corporation may not take any action by written consent inlieu of a meeting. 

**SECTION 2.11*****Adjournment.***

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place. At the adjournedmeeting the Corporation may transact any business which might have been properly transacted at the original meeting. 

**ARTICLE III: BOARD OF DIRECTORS**

**SECTION 3.1*****General Powers***. 

Subject to any requirements in the Certificate of Incorporation, these Bylaws, or of the DGCL as to action which must be authorized orapproved by the stockholders, any and all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be under the direction of, the Board to the fullest extent permitted by law. Withoutlimiting the generality of the foregoing, it is hereby expressly declared that the Board shall have the following powers: 

(A)to select and remove all the officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Certificate of Incorporation or these Bylaws, fix their compensation, and require fromthem security for faithful service; 

(B) to conduct, manage and control the affairs and business of the Corporation, and tomake such rules and regulations therefor not inconsistent with law, the Certificate of Incorporation or these Bylaws, as it may deem best;

 

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        (C) to change the location of the registered office of the Corporation in Section 1.1 hereof; to change the principal office and the principaloffice for the transaction of the business of the Corporation from one location to another as provided in Section 1.2 hereof; to fix and locate from time to time one or more offices of the Corporation within or without the State of Delaware asprovided in Section 1.3 hereof; to designate any place within or without the State of Delaware for the holding of any meeting or meetings of stockholders; and to adopt, make and use a corporate seal, and to prescribe the forms of certificatesof stock, and to alter the form of such seal and of such certificates from time to time, and in its judgment as it may deem best, provided such seal and such certificate shall at all times comply with the provisions of law; 

(D) to authorize the issuance of shares of stock of the Corporation from time to time, upon such terms and for such considerations as may belawful; 

(E) to borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed anddelivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust and securities therefor; and 

(F) by resolution adopted by a majority of the whole Board to designate an executive and other committees of the Board, each consisting of one or more directors, to serve at the pleasure of the Board, and to prescribe the manner in whichproceedings of such committee or committees shall be conducted. 

**SECTION 3.2*****Number and Term of Office***. 

(A) Until this Section 3.2 is amended by a resolution duly adopted by the Board or by the stockholders of the Corporation, the number ofdirectors constituting the entire Board shall be not less than two (2) members nor more than nine (9) members. Directors need not be stockholders. Each of the directors of the Corporation shall hold office until his successor shall havebeen duly elected or until he shall resign or shall have been removed in the manner hereinafter provided. 

(B) The Board shallbe divided into three classes: Class I, Class II and Class III. Each Director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, however, that thedirectors first elected to Class I shall serve for a term ending on the date of the next annual meeting of stockholders, the directors first elected to Class II shall serve for a term ending on the first annual meeting of stockholders following thenext annual meeting, and the directors first elected to Class III shall serve for a term ending on the second annual meeting of stockholders following the next annual meeting. Notwithstanding the foregoing provisions of this Article, each directorshall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director. 

**SECTION 3.3*****Chairman of the Board***. 

The Chairman of the Board, when present, shall preside at all meetings of the Board and all meetings of stockholders. The Chairman of the Board shall perform other duties commonly incident to his officeand shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. 

 

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**SECTION 3.4*****Election of Directors***. 

Except as provided in Section 3.6 hereof, the directors shall be elected by the stockholders of the Corporation, and at each election,the persons receiving the greater number of votes, up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any provision contained in the Certificate of Incorporation relatingthereto, including any provision regarding the rights of holders of preferred stock to elect directors. 

**SECTION 3.5*****Resignations***. 

Any director of the Corporation may resign at any time by giving written notice to the Boardor to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately upon receipt; and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective. 

**SECTION 3.6*****Vacancies***. 

Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation,disqualification, an increase in the number of directors, removal, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. Increases in the number ofdirectors shall be filled in accordance with the rule that each class of directors shall be as nearly equal in number of directors as possible. Notwithstanding such rule, in the event of any change in the authorized number of directors each directorthen continuing to serve as such will nevertheless continue as a director of the class of which he or she is a member, until the expiration of his current term or his earlier death, resignation or removal. If any newly created directorship orvacancy on the Board, consistent with the rule that the three classes shall be as nearly equal in number of directors as possible, may be allocated to one (1) or two (2) or more classes, the Board shall allocate it to that of the availableclass whose term of office is due to expire at the earliest date following such allocation. When the Board fills a vacancy, the director chosen to fill that vacancy shall be of the same class as the director he succeeds and shall hold office untilsuch director’s successor shall have been elected and shall qualify or until such director shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to theexpiration of such director’s term of office. 

**SECTION 3.7*****Place of Meeting***. 

The Board or any committee thereof may hold any of its meetings at such place or places within or without the State of Delaware as the Boardor such committee may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or specialmeeting of the Board or any committee thereof by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board or such committee can hear each other, and such participationshall constitute presence in person at such meeting. 

**SECTION 3.8*****Regular Meetings***. 

Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. 

 

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**SECTION 3.9*****Special Meetings***. 

Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board or, if the Chairman of theBoard is absent or unable or refuses to act, by the Chief Executive Officer or the President, and may also be called by any two members of the Board. Except as otherwise provided by law or by these Bylaws, written notice of the time and place ofspecial meetings shall be delivered personally, by facsimile or by electronic mail to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to such director at such director’saddress as it is shown upon the records of the Corporation, or, if it is not so shown on such records and is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed, it shallbe deposited in the United States mail in the county in which the principal office for the transaction of the business of the Corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case suchnotice is delivered personally, by facsimile or by electronic mail as above provided, it shall be delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, delivery, facsimile transmission orelectronic mail as above provided shall be due, legal and personal notice to such director. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Boardshall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. 

**SECTION 3.10*****Quorum and Manner of Acting***. 

Except as otherwise provided in these Bylaws, the Certificate of Incorporation or by applicable law, (i) the presence of a majority ofthe total number of directors then in office shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and (ii) all matters shall be decided at any such meeting, a quorum being present, by theaffirmative votes of a majority of the directors present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided any action taken is approved by at least a majority ofthe required quorum for such meeting. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directorsshall act only as a Board, and the individual directors shall have no power as such. 

**SECTION 3.11*****Action by Unanimous WrittenConsent***. 

Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may betaken without a meeting if consent in writing, or by facsimile or electronic mail, is given thereto by all members of the Board or of such committee, as the case may be, and such consent is filed with the minutes of proceedings of the Board or ofsuch committee. 

**SECTION 3.12*****Compensation***. 

Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. Nothing herein containedshall be construed to preclude any director from serving the Corporation or any of its parent or subsidiary entities in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor. 

**SECTION 3.13*****Committees***. 

The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the Corporation. Any suchcommittee, to the extent provided in the resolution of the Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable law, shall have and may exercise all the powers and authority of the Boardin the management of the business and affairs of the Corporation, and may

 

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authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the nextregular meeting of the Board. Unless the Board or these Bylaws shall otherwise prescribe the manner of proceedings of any such committee, meetings of such committee may be regularly scheduled in advance and may be called at any time by the chairmanof the committee or by any two (2) members thereof; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetings of the Board shall govern. 

**SECTION 3.14*****Affiliated Transactions***. 

Notwithstanding anyother provision of these Bylaws, each transaction, or, if an individual transaction constitutes a part of a series of transactions, each series of transactions, proposed to be entered into between the Corporation, on the one hand, and any affiliateof the Corporation, on the other hand, must be approved by the Board. For the purposes of this Section 3.14, (a) “affiliate” shall mean (i) any person that, directly or indirectly, controls or is controlled by or is undercommon control with the Corporation, (ii) any other person that owns, beneficially, directly or indirectly, twenty percent (20%) or more of the outstanding capital shares, shares or equity interests of the Corporation, or (iii) anyofficer or director of the Corporation; (b) “person” shall mean and include individuals, corporations, general and limited partnerships, stock companies or associations, joint ventures, associations, companies, trusts, banks, trustcompanies, land trusts, business trusts or other entities and governments and agencies and political subdivisions thereof; and (c) “control” (including the correlative meanings of the terms “controlled by” and “undercommon control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of votingsecurities, partnership interests or other equity interests. 

**ARTICLE IV: OFFICERS**

**SECTION 4.1*****Officers***. 

The officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary, a Chief Financial Officer, and suchother officers as may be appointed at the discretion of the Board in accordance with the provisions of Section 4.3 hereof. 

**SECTION4.2*****Election***. 

The officers of the Corporation, except such officers as may be appointed or elected inaccordance with the provisions of Sections 4.3 or 4.5 hereof, shall be chosen annually by the Board at the first meeting thereof after the annual meeting of stockholders, and each officer shall hold office until such officer shall resign or shall beremoved or otherwise disqualified to serve, or until such officer’s successor shall be elected and qualified. 

**SECTION 4.3*****Other Officers***. 

In addition to the officers chosen annually by the Board at its first meeting, the Boardalso may appoint or elect such other officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time specify, and shallhold office until such officer shall resign or shall be removed or otherwise disqualified to serve, or until such officer’s successor shall be elected and qualified. 

 

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**SECTION 4.4*****Removal and Resignation***. 

Except as provided by DGCL Section 141(k), any officer may be removed, either with or without cause, by resolution of the Board, at anyregular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer or assistant may resign at any time by giving written notice ofhis resignation to the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and,unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

**SECTION 4.5*****Vacancies***. 

A vacancy in any office because of death, resignation, removal, disqualification or any othercause may be filled by the vote of the majority of the directors present at any meeting in which a quorum is present, or pursuant to Section 3.11 of these Bylaws. 

**SECTION 4.6*****Chief Executive Officer***. 

The Chief ExecutiveOfficer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board has been appointed and is present. The Chief Executive Officer shall be the chief executive officer of theCorporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. The Chief Executive Officer shall also perform such other duties and have suchother powers as the Board of Directors may designate from time to time. 

**SECTION 4.7*****President***. 

The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of theBoard has been appointed and is present or, in the absence of the Chairman of the Board, the Chief Executive Officer has been appointed and is present. Subject to the provisions of these Bylaws and to the direction of the Board of Directors andChief Executive Officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office ofPresident or which are delegated to him by the Board of Directors. The President shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision anddirection of all the other officers, employees and agents of the Corporation. 

**SECTION 4.8*****Vice President***. 

Each Vice President shall have such powers and perform such duties with respect to the administration of the business and affairs of theCorporation as are commonly incident to their office or as may from time to time be assigned to such Vice President by the Chairman of the Board, or the Board, or the Chief Executive Officer, or the President, or as may be prescribed by theseBylaws. In the absence or disability of the Chairman of the Board, the Chief Executive Officer and the President, the Vice Presidents in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shallperform all of the duties of the Chairman of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. 

 

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**SECTION 4.9*****Secretary***. 

(A) The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedingsthereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. TheSecretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board shall designate from time to time. 

(B) The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or such other place as the Board may order, abook of minutes of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present at meetings of directors, thenumber of shares present or represented at meetings of stockholders, and the proceedings thereof. 

(C) The Secretary shallkeep, or cause to be kept, at the principal office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the name of each stockholder, the number of shares of each class held by such stockholder, thenumber and date of certificates issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation. 

**SECTION 4.10*****Chief Financial Officer***. 

The Chief Financial Officer shall keep or cause to be keptthe books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer. The ChiefFinancial Officer, subject to the order of the Board, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such otherduties and have such other powers as the Board or the Chief Executive Officer shall designate from time to time. 

**ARTICLE V:CORPORATE INSTRUMENTS, CHECKS,**

**DRAFTS, BANK ACCOUNTS, ETC.**

**SECTION 5.1*****Execution of Corporate Instruments***. 

The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation the corporate namewithout limitation, or enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation. Such authority may be general or confined tospecific instances, and unless so authorized by the Board or by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable forany purpose or in any amount. 

**SECTION 5.2*****Checks, Drafts, Etc***. 

All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to theCorporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Boardmay require. 

 

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**SECTION 5.3*****Deposits***. 

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks,trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated bythe Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President (or any other officer or officers, assistant orassistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the orderof the Corporation. 

**SECTION 5.4*****General and Special Bank Accounts***. 

The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies orother depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Boardmay make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. 

**ARTICLE VI: SHARES AND THEIR TRANSFER**

**SECTION 6.1*****Certificates ofStock***. 

Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under theDGCL. Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board ofDirectors. Such certificate shall bear the Corporation seal and shall be signed by the Chairman of the Board of the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. TheCorporation seal and the signatures by Corporation officers may be facsimiles if the certificate is manually countersigned by an authorized person on behalf of a transfer agent or registrar other than the Corporation or its employee. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer andevery certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall not be permitted to issue fractional shares.

**SECTION 6.2.*****Transfers***. 

Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation, if such shares are certificated,by the surrender to the Corporation or its transfer agent of the certificate therefore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, or upon properinstructions from the holder of uncertificated shares, in each case with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. 

 

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**SECTION 6.3.*****Record Holders***. 

Except as may otherwise be required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled totreat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock,until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. 

It shall be the duty of each stockholder to notify the Corporation of his, her or its post office address and any changes thereto. 

**SECTION 6.4.*****Replacement of Certificates***. 

In case of the alleged loss, destruction or mutilationof a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe, provided, however, that if such shares have ceased to be certificated, a new certificate shall be issued onlyupon written request to the transfer agent or registrar of the Corporation. 

**SECTION 6.5*****Regulations***. 

The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transferand registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require allcertificates for stock to bear the signature or signatures of any of them. 

**ARTICLE VII: INDEMNIFICATION**

**SECTION 7.1*****Indemnification of Directors and Officers***. 

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (provided that the effect of any such amendment shall be prospective only) (the “DelawareLaw”), a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director. The Corporation shall indemnify, in the manner and to thefullest extent permitted by the Delaware Law (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (or the estate ofany person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative,investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise. The Corporation may, to the fullest extent permitted by the Delaware Law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. TheCorporation may create a trust fund, grant a security interest or use other means (including without limitation a letter of credit) to ensure the payment of such sums as may become necessary or desirable to effect the indemnification as providedherein. To the fullest extent permitted by the Delaware Law, the indemnification provided herein shall include expenses as incurred (including attorneys’ fees), judgments, fines and amounts paid in settlement and any such expenses shall be paidby the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person seeking indemnification to repay such amounts if it is ultimately determined that he or she is notentitled to be indemnified. Notwithstanding the foregoing or any other provision of this Section 7.1, no advance shall be made by the Corporation if a determination is reasonably and promptly made by the Board by a majority vote of a quorum ofdisinterested Directors, or (if such a quorum is not obtainable or, even if obtainable, a quorum of 

 

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disinterested Directors so directs) by independent legal counsel to the Corporation, that, based upon thefacts known to the Board or such counsel at the time such determination is made, (a) the party seeking an advance acted in bad faith or deliberately breached his or her duty to the Corporation or its stockholders, and (b) as a result ofsuch actions by the party seeking an advance, it is more likely than not that it will ultimately be determined that such party is not entitled to indemnification pursuant to the provisions of this Section 7.1. The indemnification providedherein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by the Delaware Law, nor shall it be deemed exclusive of any other rights to which any personseeking indemnification from the Corporation may be entitled under any agreement, the Corporation’s Bylaws, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as toaction in another capacity while holding such office. The Corporation may, but only to the extent that the Board of Directors may (but shall not be obligated to) authorize from time to time, grant rights to indemnification and to the advancement ofexpenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Section 7.1 as it applies to the indemnification and advancement of expenses of directors and officers of the Corporation.Nothing contained in this Section, or elsewhere in these Bylaws, shall operate to indemnify any director or officer if such indemnification is for any reason contrary to law, either as a matterof public policy, or under the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable state or federal law. 

**SECTION 7.2*****Indemnification of Employees and Agents***. 

Subject to Section 7.1, the Corporation may, but only to the extent that the Board may (but shall not be obligated to) authorize from time to time, grant rights to indemnification and to theadvancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII as they apply to the indemnification and advancement of expenses of directors and officers of the Corporation.

**SECTION 7.3*****Enforcement of Indemnification***. 

The rights to indemnification and the advancement of expenses conferred above shall be contract rights. If a claim under this Article VII isnot paid in full by the Corporation within 60 days after written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, theindemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expensespursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not ina suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporationshall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board, independent legalcounsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in theDGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel or stockholders) that the indemnitee has not met such applicable standard of conduct, shall either create a presumption that the indemnitee has notmet the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or bythe Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shallbe on the Corporation. 

 

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**ARTICLE VIII: MISCELLANEOUS**

**SECTION 8.1*****Seal***. 

The Board shall adopt a corporate seal, which shall be in the form set forth in a resolution approved by the Board. 

**SECTION 8.2*****Waiver of Notices***. 

Whenever notice is required to be given by these Bylaws or the Certificate ofIncorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice. 

**SECTION 8.3*****Amendments***. 

Except as otherwise provided herein, by law, or in the Certificate of Incorporation, these Bylaws or any of them may be altered, amended, repealed or rescinded and new Bylaws may be adopted by the Boardor by the stockholders at any annual or special meeting of stockholders, provided that notice of such proposed alteration, amendment, repeal, recession or adoption is given in the notice of such meeting of stockholders. 

Adopted pursuant to DGCL Section 109 this 11th day of November 2009. 

 
/s/ Joshua A. KreinbergJoshua A. KreinbergSecretary
 

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