Exhibit 3.2

CERTIFICATION OF AMENDED AND RESTATED  BY-LAWS  OF  PAWNMART, INC.  (A DELAWARE CORPORATION)

KNOW ALL BY THESE PRESENTS:

I, Robert W. Schleizer, certify that I am Secretary of PawnMart, Inc., a Delaware corporation (the "Company"), that I am duly authorized to make and
deliver this certification, and that the attached Amended and Restated Bylaws are a true and correct copy of the Amended and Restated Bylaws of the Company in effect as of the date of this
certificate.

Dated:
July 3, 2002

| |  | By: | /s/ Robert W. SchleizerRobert W. Schleizer, Secretary
| |  | --- | -----------------------------------------------------

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AMENDED AND RESTATED
BY-LAWS
OF
PAWNMART, INC.

A DELAWARE CORPORATION
(ADOPTED AS OF JULY 3, 2002)

ARTICLE I.  OFFICES

Section 1.    Registered Office.The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation at such location is Corporation Service Company.

Section 2.    Other Offices.The Board of Directors may at any time establish other offices at any place or
places where the Corporation is qualified to do business.

ARTICLE II.  STOCKHOLDERS

Section 1.    Annual Meetings.An annual meeting of stockholders shall be held for the election of directors
at such date, time and place, either within or without the State of Delaware or by means of remote communication, as the Board of Directors in its sole discretion may determine from time to time. Any
other proper business may be transacted at the annual meeting.

Section 2.    Special Meetings.Special meetings of stockholders for any purpose or purposes may be called
at any time by the Board of Directors, and shall be called upon the request of the Chairman of the Board of Directors, the Chief Executive Officer, or by a majority of the members of the Board of
Directors. Special meetings may not be called by any other person or persons. If a special meeting of stockholders is called at the request of the Chairman of the Board of Directors or the Chief
Executive Officer, then such person shall request such meeting by delivering a written request to call such meeting to each member of the Board of Directors, and the Board of Directors shall then
determine the date, time and place of such special meeting, which shall be held not more than one hundred twenty (120) nor less than thirty-five (35) days after the written
request to call such special meeting was delivered to each member of the Board of Directors. Special meetings may be held at such time and place, within or without the State of Delaware or by means of
remote communication, as shall be stated in the notice of such meeting or in a duly executed waiver of notice thereof.

Section 3.    Notice of Meetings.Written notice of all meetings of stockholders stating the place, date and
time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in writing, by electronic transmission in the manner provided by law
(including without limitation as set forth inArticle VIII,Section 1of these Bylaws) or
in any other form or manner that is allowable by law. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation, such notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 4.    Adjournments.Any meeting of stockholders may adjourn from time to time to reconvene at the
same or another place, and notice need not be given of any such adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken; provided, however,
that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

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Section 5.    Quorum.At each meeting of stockholders the holders of a majority of the shares of stock
entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except if otherwise required by applicable law. If a quorum shall
fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting.
Shares of the Corporation's stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are 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 other corporation to vote any shares of the Corporation's stock held by it in a fiduciary capacity.

Section 6.    Organization.Meetings of stockholders shall be presided over by such person as the Board of
Directors may designate, or, in the absence of such a person, the Chief Executive Officer, or, in the
absence of such person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be
chairperson of the meeting and, subject toArticle II,Section 10of these Bylaws, shall
determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order, and shall have
the power to adjourn the meeting to another date, time and place (if any). The Secretary of the Corporation shall act as secretary of the meeting, but in such person's absence the chairperson of the
meeting may appoint any person to act as secretary of the meeting.

Section 7.    Voting; Proxies.Unless otherwise provided by law or the Certificate of Incorporation, and
subject to the provisions ofArticle II,Section 8of these Bylaws, each stockholder shall
be entitled to one (1) vote for each share of stock held by such stockholder. Except as otherwise provided in the Corporation's Certificate of Incorporation, the holders of Class B
Preferred Stock and the holders of Common Stock shall vote together, and not separately as a class, on all matters submitted to a vote of the stockholders. The holders of Class A Preferred
Stock shall have no voting rights. 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. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders
need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled
to vote at such meeting, or by such stockholder's or stockholders' proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the
meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of
the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the
Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to
vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Section 8.    Fixing Date for Determination of Stockholders of Record.In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, then the record date shall be as

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provided by applicable law. 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 of Directors may fix a new record date for the adjourned meeting.

Section 9.    List of Stockholders Entitled to Vote.A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, either on a reasonably accessible electronic network as permitted by law (provided that the
information required to gain access to the list is provided with the notice of the meeting) or during business hours for a period of at least ten (10) 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 at the meeting. If the meeting is held solely
by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the
information required to access the list shall be provided with the notice of the meeting.

Section 10.    Inspectors of Elections.



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Section 11.    Notice of Stockholder Business; Nominations.



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ARTICLE III.  BOARD OF DIRECTORS

Section 1.    Number; Qualifications.The Board of Directors shall initially consist of the six
(6) persons named in the First Amended Plan of Reorganization, as modified, of the Corporation confirmed by the United States Bankruptcy Court for the Northern District of Texas, Fort Worth

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Division, by order entered on or about May 20, 2002, in the case ofPawnMart, Inc., Debtor, Case
No. 01-44957-BJH-11 (the "Plan of Reorganization"). At the first annual meeting of stockholders immediately following the confirmation of the Plan of
Reorganization, the number of members of the Board of Directors shall be increased to seven (7). No decrease in the authorized number of directors constituting the Board of Directors shall shorten the
term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.    Election; Resignation; Removal; Vacancies.At the first annual meeting of stockholders
immediately following the confirmation of the Plan of Reorganization, seven (7) directors will be elected, four (4) by the holders of Series B Preferred Stock (the "Preferred
Directors") and three (3) by the holders of Common Stock (the "Common Directors"). Each director shall hold office until the next annual meeting of stockholders and until such director's
successor is elected and qualified, or until such director's earlier death, resignation or removal. Any director may resign at any time upon notice to the Corporation given in writing or by electronic
transmission. Unless otherwise required by law, any director or the entire Board of Directors may be removed only for cause and, with respect to a Preferred Director, only by the affirmative vote of
the holders of at least sixty-six and two-thirds percent (662/3%) of the Class B Preferred Stock then entitled to vote at an election of Preferred
Directors and, with respect to a Common Director, only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (662/3%) of the Common
Stock then entitled to vote at an election of Common Directors. Any vacancy occurring in the Preferred Directors for any cause, and any newly created directorship resulting from any increase in the
authorized number of Preferred Directors, shall, unless otherwise provided by law, be filled only by the affirmative vote of a majority of the Preferred Directors then in office, although less than a
quorum, or by a sole remaining Preferred Director, and not by the stockholders. Any vacancy occurring in the Common Directors for any cause, and any newly created directorship resulting from any
increase in the authorized number of Common Directors, shall, unless otherwise provided by law, be filled only by the affirmative vote of a majority of the Common Directors then in office, although
less than a quorum, or by a sole remaining Common Director, and not by the stockholders.

Section 3.    Regular Meetings.Regular meetings of the Board of Directors may be held at such places,
within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the dates, times and places
thereof are fixed by resolution of the Board of Directors.

Section 4.    Special Meetings.Special meetings of the Board of Directors may be called by the Chairman of
the Board of Directors, the Chief Executive Officer or a majority of the members of the Board of Directors then in office and may be held at any date, time or place, within or without the State of
Delaware, as the person or pesons calling the meeting shall fix. Notice of the date, time and place of such meeting shall be given, orally, in writing or by electronic transmission (including
electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twelve (12) hours before
the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission, or in any other form or by any other
manner allowable by law. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 5.    Remote Meetings Permitted.Members of the Board of Directors, or any committee of the Board of
Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to conference telephone or similar communications equipment shall constitute presence in person at such meeting.

Section 6.    Quorum; Vote Required for Action.At all meetings of the Board of Directors a majority of the
total number of authorized directors shall constitute a quorum for the transaction of business. Except
as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

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Section 7.    Organization.Meetings of the Board of Directors shall be presided over by the Chairman of the
Board of Directors, or in such person's absence by the Chief Executive Officer, or in such person's absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting,
but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 8.    Written Action by Directors.Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, by
electronic transmission or any other form allowable by law, and the writing or writings, the electronic transmission or transmissions or any other form or format allowable by law are filed with the
minutes of proceedings of the Board of Directors or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form, shall be in electronic form if the minutes
are maintained in electronic form and, in any case, shall be in any other format allowable by law and being used to maintain the minutes.

Section 9.    Powers.The Board of Directors may, except as otherwise required by law or the Certificate of
Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 10.    Compensation of Directors.Directors, as such, may receive, pursuant to a resolution of the
Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.

ARTICLE IV.  COMMITTEES

Section 1.    Committees.The Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member
of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the
Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors 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; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or
repealing any bylaw of the Corporation.

Section 2.    Committee Rules.Unless the Board of Directors otherwise provides, each committee designated
by the Board of Directors may make, alter 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 of
Directors conducts its business pursuant toArticle IIIof these Bylaws.

ARTICLE V.  OFFICERS

Section 1.    Generally.The officers of the Corporation shall consist of a Chief Executive Officer, a Chief
Financial Officer, a Secretary, and such other officers as may from time to time be appointed by the Board of Directors. All officers shall be elected by the Board of Directors; provided, however,
that the Board of Directors may empower the Chief Executive Officer of the Corporation to appoint officers other than the Chairman of the Board, the Chief Executive Officer, and the Chief Financial

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Officer. Each officer shall hold office until such person's successor is elected and qualified or until such person's earlier resignation or removal. Any number of offices may be held by the same
person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by
the Board of Directors.

Section 2.    Chief Executive Officer.Subject to the control of the Board of Directors and such supervisory
powers, if any, as may be given by the Board of Directors, the powers and duties of the Chief Executive Officer of the Corporation are:



Section 3.    Chairman of the Board.The Chairman of the Board of Directors shall have the power to preside
at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

Section 4.    Vice President.Each Vice President shall have all such powers and duties as are commonly
incident to the office of Vice President, or that are delegated to him or her by the Board of Directors or the Chief Executive Officer. A Vice President may be designated by the Board to perform the
duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer's absence or disability.

Section 5.    Chief Financial Officer.The Chief Financial Officer shall be the treasurer of the Corporation
unless the Board of Directors shall have designated another officer as the treasurer of the Corporation. Subject to the direction of the Board of Directors and the Chief Executive Officer, the Chief
Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer. The Chief Financial Officer shall have custody of all monies and
securities of the Corporation. The Chief Financial Officer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such
transactions. The Chief Financial Officer shall also perform such other duties and have such other powers as are commonly incident to the office of treasurer, or as the Board of Directors or the Chief
Executive Officer may from time to time prescribe.

Section 6.    Secretary.The Secretary shall issue or cause to be issued all authorized notices for, and
shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate minute books and similar records and shall
perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

Section 7.    Delegation of Authority.The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any provision hereof.

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Section 8.    Removal.Any officer of the Corporation shall serve at the pleasure of the Board of Directors
and may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE VI.  STOCK

Section 1.    Certificates.Every holder of stock shall be entitled to have a certificate signed by or in
the name of the Corporation by the Chairman of the Board of Directors, or the Chief Executive Officer or a Vice President, and by the Chief Fiancial Officer, or the Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile.

Section 2.    Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.The Corporation
may issue a new certificate of stock in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that
may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3.    Other Regulations.The issue, transfer, conversion and registration of stock certificates
shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII.  INDEMNIFICATION

Section 1.    Indemnification of Officers and Directors.Each person who was or is made a party to, or is
threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that such person
(or a person of whom such person is the legal representative), 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, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation
to the fullest extent permitted by the Delaware General Corporation Law, against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes and penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided such person acted in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.
Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors and administrators. Notwithstanding the
foregoing, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

Section 2.    Advance of Expenses.The Corporation shall pay all expenses (including attorneys' fees)
incurred by such a director or officer in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that if the Delaware General Corporation Law then
so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under
thisArticle VIIor otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom
the Corporation directly brings a claim, in a Proceeding, alleging that such

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person has breached such person's duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived
an improper personal benefit from a transaction.

Section 3.    Non-Exclusivity of Rights.The rights conferred on any person in this Article VIIshall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VIIshall limit the ability of the
Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is
not obligated to indemnify or advance expenses pursuant to thisArticle VII.

Section 4.    Indemnification Contracts.The Board of Directors is authorized to cause the Corporation to
enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit
plans, providing indemnification rights to such person. Such rights may be greater than those provided in thisArticle VII.

Section 5.    Effect of Amendment.Any amendment, repeal or modification of any provision of this Article VIIshall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VIIand existing
at the time of such amendment, repeal or modification.

ARTICLE VIII.  NOTICES

Section 1.    Notice.Except as otherwise specifically provided herein or required by law, all notices
required to be given pursuant to these Bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in
the mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram, or facsimile. Any such notice shall be addressed to the person to whom notice is
to be given at such person's address as it appears on the records of the Corporation. The notice shall be deemed given (i) in the case of hand delivery, when received by the person to whom
notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, (iii) in the case of delivery by
overnight express courier, when dispatched, and (iv) in the case of delivery via telegram, telex, mailgram, or fax, when dispatched. Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws
shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in
accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the 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. Notice given pursuant to this Section 1shall
be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented
to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the
Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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Section 2.    Waiver of Notice.Whenever notice is required to be given under any provision of these Bylaws,
a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE IX.  INTERESTED DIRECTORS

Section 1.    Interested Directors; Quorum.No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of
Directors or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material
facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof, or the stockholders. Interested or common directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

ARTICLE X.  MISCELLANEOUS

Section 1.    Fiscal Year.The fiscal year of the Corporation shall be determined by resolution of the Board
of Directors.

Section 2.    Seal.The Board of Directors may provide for a corporate seal, which shall have the name of
the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors.

Section 3.    Form of Records.Any records maintained by the Corporation in the regular course of its
business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, magnetic tape, diskettes, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to any provision of the Delaware General Corporation Law.

Section 4.    Reliance Upon Books and Records.A member of the Board of Directors, or a member of any
committee designated by the Board of Directors shall, in the performance of such person's duties, be fully protected in relying in good faith upon records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or committees of the Board of Directors, or by any other person as to matters the member
reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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Section 5.    Certificate of Incorporation Governs.In the event of any conflict between the provisions of
the Corporation's Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 6.    Severability.If any provision of these Bylaws shall be held to be invalid, illegal,
unenforceable or in conflict with the provisions of the Corporation's Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with
such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal,
unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full
force and effect.

ARTICLE XI.  AMENDMENT

Section 1.    Amendments.Stockholders of the Corporation shall have the power to adopt, amend or repeal
Bylaws. To the extent provided in the Corporation's Certificate of Incorporation, the Board of Directors of the Corporation shall also have the power to adopt, amend or repeal Bylaws of the
Corporation. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power, to adopt, amend or repeal bylaws.

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