Section 3. Place of Meetings. The Board of Directors may designate any place, eitherwithin or outside of the State of Delaware, as the place of meeting for any annual meeting or forany special meeting. If no designation is made, the place of meeting shall be the principalexecutive office of the Corporation.Section 4. Notice. Whenever stockholders are required or permitted to take action ata meeting, written or printed notice stating the place, date, time, and, in the case of specialmeetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled tovote at such meeting not less than ten (10) nor more than sixty (60) days before the date of themeeting. All such notices shall be delivered, either personally or by mail, by or at the directionof the Board of Directors, the Chief Executive Officer or the Secretary, and if mailed, such noticeshall be deemed to be delivered when deposited in the United States mail, postage prepaid,addressed to the stockholder at his, her or its address as the same appears on the records of theCorporation. Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends for the express purpose of objecting at the beginning ofthe meeting to the transaction of any business because the meeting is not lawfully called orconvened.Section 5. Stockholders List. The officer having charge of the stock ledger of theCorporation shall make, at least ten (10) days before every meeting of the stockholders, a completelist of the stockholders entitled to vote at such meeting arranged in alphabetical order, showingthe address of each stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of at least ten (10) daysprior to the annual meeting at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.Section 6. Quorum. The holders of a majority of the outstanding shares of capitalstock entitled to vote, present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders, except as otherwise provided by statute or by the Certificate ofIncorporation. If a quorum is not present, the holders of a majority of the shares of capitalstock present in person or represented by proxy at the meeting, and entitled to vote at themeeting, may adjourn the meeting to another time and/or place.Section 7. Conduct of Meetings. The chairman of the Board of Directors (the“Chairman of the Board”), if any, and in his absence or discretion, any person chosen bythe stockholders present shall call the meeting of the stockholders to order and shall act aschairman of the meeting, and the Secretary of the Corporation shall act as secretary of allmeetings of the stockholders, but, in the absence or upon the request of the Secretary, thepresiding officer may appoint any other person to act as secretary of the meeting.
 
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Section 8. Adjourned Meetings. When a meeting is adjourned to another time and place,notice need not be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting theCorporation may transact any business which might have been transacted at the original meeting. Ifthe adjournment is for more than thirty (30) days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.Section 9. Vote Required. When a quorum is present, the affirmative vote of themajority of shares present in person or represented by proxy at the meeting and entitled to vote onthe subject matter shall be the act of the stockholders, unless the question is one upon which byexpress provisions of an applicable law, of the Certificate of Incorporation or of these Bylaws adifferent vote is required, in which case such express provision shall govern and control thedecision of such question.Section 10. Voting Rights. Except as otherwise provided by the General CorporationLaw of the State of Delaware (the “DGCL”), the Certificate of Incorporation or anyamendments thereto and subject to Section 3 of Article VI hereof, every stockholdershall at every meeting of the stockholders be entitled to one vote in person or by proxy for eachshare of common stock held by such stockholder and no votes for any other class or series ofcapital stock held by such stockholder.Section 11. Proxies. Each stockholder entitled to vote at a meeting of stockholdersor to express consent or dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for him, her or it by proxy, but no such proxy shall be voted oracted upon after three years from its date, unless the proxy provides for a longer period.Section 12. Action by Written Consent. Unless otherwise provided in the Certificateof Incorporation, any action required to be taken at any annual or special meeting of stockholdersof the Corporation, or any action which may be taken at any annual or special meeting of suchstockholders, may be taken without a meeting, without prior notice and without a vote, if a consentor consents in writing, setting forth the action so taken and bearing the dates of signature of thestockholders who signed the consent or consents, shall be signed by the holders of outstandingstock having not less than the minimum number of votes that would be necessary to authorize or takesuch action at a meeting at which all shares entitled to vote thereon were present and voted andshall be delivered to the Corporation by delivery to its registered office in the state ofDelaware, or the Corporation’s principal place of business, or an officer or agent of theCorporation having custody of the book or books in which proceedings of meetings of thestockholders are recorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail, return receipt requested. All consents properly delivered inaccordance with this Section shall be deemed to be recorded when so delivered. No written consentshall be effective to take the corporate action referred to therein unless, within sixty (60) daysof the earliest dated consent delivered to the Corporation as required by this section, writtenconsents signed by the holders of a sufficient number of shares to take such corporate action areso recorded. Prompt notice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to those stockholders who have not consented in writingand who, if the action had been taken at a meeting, would have been entitled to notice of themeeting if the record date for such meeting had been the date that written consents signed by asufficient number of holders to take the action were delivered to the Corporation. Any actiontaken pursuant to such written consent or consents of the stockholders shall have the sameforce and effect as if taken by the stockholders at a meeting thereof.
 
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ARTICLE IIIDIRECTORSSection 1. General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of the Board of Directors.Section 2. Number, Election and Term of Office. The Board of Directors shall consistof seven (7) members. The directors shall be elected at the annual meeting of the stockholders,except as provided in Section 4 of this Article III. Each director elected shallhold office until a successor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided. The provisions contained in this ArticleIII shall be subject to the terms and conditions of the Certificate of Incorporation of theCorporation and the certificate of incorporation of RM Restaurant Holding, Corp., a Delawarecorporation (“RM Holding”).Section 3. Removal and Resignation. Unless otherwise restricted by law, theCertificate of Incorporation or these Bylaws, any director or the entire Board of Directors may beremoved, with or without cause, by the holders of a majority in voting power of all issued andoutstanding stock entitled to vote at an election of directors;Section 4. Vacancies. Vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled by the remaining Board of Directors,even if less than a quorum. Each director so elected shall hold office until the expiration of theterm of office of the director whose vacancy necessitated the election or until his or hersuccessor shall be elected and qualified or until his or her earlier death, resignation or removalas provided herein.Section 5. Annual Meetings. An annual meeting of the Board of Directors may be heldwithout other notice than this Bylaw immediately after, and at the same place as, the annualmeeting of stockholders.Section 6. Other Meetings and Notice. Regular meetings, other than the annualmeeting, of the Board of Directors may be held without notice at such time and at such place asshall from time to time be determined by resolution of the board. Special meetings of the Board ofDirectors may be called by or at the request of the Ranking Officer on at least twenty-four (24)hours notice to each director, either personally, by telephone, by mail, by facsimile or by e-mail;provided, however, that, in the event that such notice is provided to any directorby mail, facsimile or non-direct telephone communication (e.g., voicemail or text message), thensuch notice shall also be provided to such director by e-mail. Furthermore, at any time, anymember of the Board of Directors may provide the Ranking Officer with the contact information foradditional persons (up to two (2) persons) to whom notice should be given in the event that aspecial meeting of the Board of Directors is called (an “Additional Contact Person”).If a director has designated one or more Additional Contact Persons, until such time as thedirector notifies the Ranking Officer that he or she does not wish such Additional Contact Personsto receive future notices, notice of any special meeting of the Board of Directors shall be givento such Additional Contact Person (in addition to the relevant director), in the manner set forthabove. Upon the written request of at least two (2) of the directors, the Ranking Officer mustcall a special meeting in the manner set forth above.
 
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Section 7. Quorum, Required Vote and Adjournment. Each director shall be entitled toone vote except as otherwise provided in the Certificate of Incorporation. Directors then inoffice (and specifically excluding any vacancies) holding a majority of the votes of all directors(or such greater number required by applicable law) shall constitute a quorum for the transactionof business. Subject to the provisions of the Certificate of Incorporation and these Bylaws, thevote of directors holding a majority of votes present at a meeting at which a quorum is presentshall be the act of the Board of Directors. If a quorum shall not be present at any meeting of theBoard of Directors, the directors present thereat may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall be present.Section 8. Conduct of Meetings. The Chairman of the Board, if any, and in his absenceor discretion, any person chosen by the directors present shall call meetings of the Board ofDirectors to order and shall act as chairman of the meeting. The Secretary of the Corporationshall act as secretary of all meetings of the Board of Directors, but, in the absence or upon therequest of the Secretary, the presiding officer may appoint any other person to act as secretary ofthe meeting.Section 9. Committees. The Board of Directors may, by resolution passed by a majorityof the whole board, designate one or more committees. If the Board of Directors shall establishany committees of the Board, each director (other than a director who is then an officer or otheremployee of the Corporation or a subsidiary of the Corporation) shall have the right to serve as amember of any such committee, which to the extent provided in such resolution or these Bylaws shallhave and may exercise the powers of the Board of Directors in the management and affairs of theCorporation except as otherwise limited by law. The Board of Directors may designate one or moredirectors as alternate members of any committee, who may replace any absent or disqualified memberat any meeting of the committee. Such committee or committees shall have such name or names as maybe determined from time to time by resolution adopted by the Board of Directors. Each committeeshall keep regular minutes of its meetings and report the same to the Board of Directors whenrequired.Section 10. Committee Rules. Each committee of the Board of Directors may fix its ownrules of procedure and shall hold its meetings as provided by such rules, except as may otherwisebe provided by a resolution of the Board of Directors designating such committee.Section 11. Communications Equipment. Members of the Board of Directors or anycommittee thereof may participate in and act at any meeting of such board or committee through theuse of a conference telephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in the meeting pursuant to thisSection shall constitute presence in person at the meeting.
 
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Section 12. Waiver of Notice and Presumption of Consent. Any member of the Board ofDirectors or any committee thereof who is present at a meeting shall be conclusively presumed tohave waived notice of such meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any business because the meeting isnot lawfully called or convened. Such member shall be conclusively presumed to have consented toany action taken unless his or her dissent shall be entered in the minutes of the meeting or unlesshis or her written dissent to such action shall be filed with the person acting as the secretary ofthe meeting before the adjournment thereof or shall be forwarded by registered mail to theSecretary of the Corporation immediately after the adjournment of the meeting. Such right todissent shall not apply to any member who voted in favor of such action.Section 13. Action by Written Consent. Unless otherwise restricted by the Certificateof Incorporation, any action required or permitted to be taken at any meeting of the Board ofDirectors, or of any committee thereof, may be taken without a meeting if all members of the boardor committee, as the case may be, consent thereto in writing, and the writing or writings are filedwith the minutes of proceedings of the board or committee.ARTICLE IVOFFICERSSection 1. Number. The officers of the Corporation shall be elected by the Board ofDirectors and may consist of a chief executive officer, a president, any number of vice presidents,a secretary, any number of assistant secretaries, a treasurer, any number of assistant treasurersand such other officers and assistant officers as may be deemed necessary or desirable by the Boardof Directors. Any number of offices may be held by the same person. In its discretion, the Boardof Directors may choose not to fill any office for any period as it may deem advisable, except thatthe offices of chief executive officer, president and secretary shall be filled as expeditiously aspossible.Section 2. Election and Term of Office. The officers of the Corporation shall beelected annually by the Board of Directors at its first meeting held after each annual meeting ofstockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new officescreated and filled at any meeting of the Board of Directors. Each officer shall hold office untila successor is duly elected and qualified or until his or her earlier death, resignation or removalas hereinafter provided.Section 3. Removal. Any officer or agent elected by the Board of Directors may beremoved by the Board of Directors whenever in its judgment the best interests of the Corporationwould be served thereby, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed.
 
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Section 4. Vacancies. Any vacancy occurring in any office because of death,resignation, removal, disqualification or otherwise, may be filled by the Board of Directors forthe unexpired portion of the term by the Board of Directors then in office.Section 5. Compensation. Compensation of all officers shall be fixed by the Board ofDirectors, and no officer shall be prevented from receiving such compensation by virtue of his orher also being a director of the Corporation.Section 6. Chairman of the Board. The Chairman of the Board, if one be chosen by theBoard of Directors, shall preside at all meetings of the Board of Directors and of the stockholdersand shall perform all duties incident to the office of the Chairman of the Board of the Corporationand such other duties as may be prescribed by the Board of Directors from time to time. In theevent that any member of the Board disagrees with the manner in which the Chairman of the Board isdischarging the duties incident to the office of the Chairman of the Board, such member shall havethe right to call a vote of the Board of Directors to dismiss or replace the Chairman of the Boardand upon the affirmative vote of a majority of the members of the Board of Directors, suchdismissal or replacement shall be affirmed. For the avoidance of doubt, dismissal or replacementof the Chairman of the Board shall not affect his standing as a member of the Board of Directors oran officer of the Corporation, as the case may be.Section 7. Chief Executive Officer. The Board of Directors may from time to timedesignate the Chairman of the Board, if any, or the President of the Corporation as the ChiefExecutive Officer of the Corporation. The President shall be the Chief Executive Officer wheneverthe office of Chairman of the Board of the Corporation is vacant. The Board of Directors may alsodesignate the Chairman of the Board, if any, and any officer of the Corporation as Co-ChiefExecutive Officers, each individually authorized to perform all duties of the Chief ExecutiveOfficer set forth herein. Subject to the control of the Board of Directors, the Chief ExecutiveOfficer shall in general supervise and control all of the business and affairs of the Corporation.He or she shall have authority, subject to such rules as may be prescribed by the Board ofDirectors, to appoint and remove such agents and employees of the Corporation as he or she shalldeem necessary to prescribe their powers, duties and compensation, and to delegate authority tothem. He or she shall have authority to sign, execute and acknowledge, on behalf of theCorporation, all deeds, mortgages, securities, contracts, leases, reports, and all other documentsor other instruments necessary or proper to be executed in the course of the Corporation’s regularbusiness, or which shall be authorized by resolution of the Board of Directors; and, except asotherwise provided by law or the Board of Directors, he or she may authorize any elected President,Vice President or other officer or agent of the Corporation to sign, execute and acknowledge suchdocuments or instruments in his or her place and stead. In general, he or she shall perform allduties incident to the office of Chief Executive Officer of the Corporation and such other dutiesas may be prescribed by the Board of Directors from time to time.
 
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Section 8. President. Unless the Board of Directors otherwise provides, in theabsence of the Chairman of the Board, in the event of his inability or refusal to act, or in theevent of a vacancy in the office of the Chairman of the Board, the President shall perform theduties of the Chairman of the Board, and when so acting shall have all the powers of and be subjectto all the restrictions upon the Chairman of the Board. Unless the Board of Directorsotherwise provides, in the absence of the Chief Executive Officer or in the event of his orher inability or refusal to act, or in the event of a vacancy in the office of the Chief ExecutiveOfficer, the President shall perform the duties of the Chief Executive Officer, and when so actingshall have all the powers of and be subject to all the restrictions upon the Chief ExecutiveOfficer. The President shall have authority, subject to such rules as may be prescribed by theBoard of Directors, to appoint such agents and employees of the Corporation as he or she shall deemnecessary, to prescribe their powers, duties and compensation, and to delegate authority to them.He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, alldeeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents orinstruments necessary or proper to be executed in the course of the Corporation’s regular business,or which shall be authorized by resolution of the Board of Directors; and, except as otherwiseprovided by law or the Board of Directors, he or she may authorize any Vice President or otherofficer or agent of the Corporation to sign, execute and acknowledge such documents or instrumentsin his or her place and stead. In general he or she shall perform all duties incident to theoffice of the President and such other duties as may be prescribed by the Board of Directors fromtime to time.Section 9. Vice-Presidents. The Vice-President, or if there shall be more than one,the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence ordisability of the President, act with all of the powers and be subject to all the restrictions ofthe President. The Vice-Presidents shall also perform such other duties and have such other powersas the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time,prescribe.Section 10. The Secretary and Assistant Secretaries. The Secretary shall attend allmeetings of the Board of Directors, all meetings of the committees thereof and all meetings of thestockholders and record all the proceedings of the meetings in a book or books to be kept for thatpurpose. Under the Chief Executive Officer’s supervision, the Secretary shall give, or cause to begiven, all notices required to be given by these Bylaws or by law; shall have such powers andperform such duties as the Board of Directors, the Chief Executive Officer or these Bylaws may,from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. TheSecretary, or an Assistant Secretary, shall have authority to affix any corporate seal to anyinstrument requiring it and when so affixed, it may be attested by his or her signature or by thesignature of such Assistant Secretary. The Board of Directors may give general authority to anyother officer to affix the seal of the Corporation and to attest the affixing by his or hersignature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in theorder determined by the Board of Directors, shall, in the absence or disability of the Secretary,perform the duties and exercise the powers of the Secretary and shall perform such other duties andhave such other powers as the Board of Directors, the Chief Executive Officer or the Secretary may,from time to time, prescribe.
 
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Section 11. The Treasurer and Assistant Treasurer. The Treasurer shall have thecustody of the corporate funds and securities; shall keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation; shall deposit all monies and othervaluable effects in the name and to the credit of the Corporation as may be ordered by the Board ofDirectors; shall cause the funds of the Corporation to be disbursed when such disbursements havebeen duly authorized, taking proper vouchers for such disbursements; and shall render tothe Chief Executive Officer and the Board of Directors, at its regular meeting or when theBoard of Directors so requires, an account of the Corporation; shall have such powers and performsuch duties as the Board of Directors, the Chief Executive Officer or these Bylaws may, from timeto time, prescribe. If required by the Board of Directors, the Treasurer shall give theCorporation a bond (which shall be rendered every six (6) years) in such sums and with such suretyor sureties as shall be satisfactory to the Board of Directors for the faithful performance of theduties of the office of Treasurer and for the restoration to the Corporation, in case of death,resignation, retirement, or removal from office, of all books, papers, vouchers, money, and otherproperty of whatever kind in the possession or under the control of the Treasurer belonging to theCorporation. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurersin the order determined by the Board of Directors, shall in the absence or disability of theTreasurer, perform the duties and exercise the powers of the Treasurer. The Assistant Treasurersshall perform such other duties and have such other powers as the Board of Directors, the ChiefExecutive Officer or Treasurer may, from time to time, prescribe.Section 12. Other Officers, Assistant Officers and Agents. Officers, assistantofficers and agents, if any, other than those whose duties are provided for in these Bylaws, shallhave such authority and perform such duties as may from time to time be prescribed by resolution ofthe Board of Directors.Section 13. Absence or Disability of Officers. In the case of the absence ordisability of any officer of the Corporation and of any person hereby authorized to act in suchofficer’s place during such officer’s absence or disability, the Board of Directors may byresolution delegate the powers and duties of such officer to any other officer or to any director,or to any other person whom it may select.ARTICLE VINDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERSSection 1. Nature of Indemnity. Each person who was or is made a party or isthreatened to be made a party to or is involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), by reason of thefact that he or she, or a person of whom he or she is the legal representative, is or was adirector or officer, of the Corporation or is or was serving at the request of the Corporation as adirector, officer, employee, fiduciary, or agent of another corporation or of a partnership, jointventure, trust or other enterprise including service with respect to employee benefit plans,whether the basis of such proceeding is an alleged action in an official capacity as a director,officer, employee, fiduciary or agent or in any other capacity while serving as a director,officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation tothe fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafterbe amended (but, in the case of any such amendment, only to the extent that such amendment permitsthe Corporation to provide broader indemnification rights than said law permitted the Corporationto provide prior to such amendment) against
 
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all cost,expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection withsuch proceeding) and such indemnification shall inure to the benefit of his or her heirs, executorsand administrators; provided, however, that, except as provided in Section 2 hereof, theCorporation shall indemnify any such person seeking indemnification in connection with a proceedinginitiated by such person only if such proceeding was authorized by the Board of Directors. Theright to indemnification conferred in this Article V shall be a contract right and, subjectto Sections 2 and 5 hereof, shall include the right to be paid by the Corporationthe expenses incurred in defending any such proceeding in advance of its final disposition. TheCorporation may, by action of the Board of Directors, provide indemnification to employees andagents of the Corporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.Section 2. Procedure for Indemnification of Directors and Officers. Anyindemnification of a director or officer of the Corporation under Section 1 of thisArticle V or advance of expenses under Section 5 of this Article V shall bemade promptly, and in any event within thirty (30) days, upon the written request of the directoror officer. If a determination by the Corporation that the director or officer is entitled toindemnification pursuant to this Article V is required, and the Corporation fails torespond within sixty (60) days to a written request for indemnity, the Corporation shall be deemedto have approved the request. If the Corporation denies a written request for indemnification oradvancing of expenses, in whole or in part, or if payment in full pursuant to such request is notmade within thirty (30) days, the right to indemnification or advances as granted by thisArticle V shall be enforceable by the director or officer in any court of competentjurisdiction. Such person’s costs and expenses incurred in connection with successfullyestablishing his or her right to indemnification, in whole or in part, in any such action shallalso be indemnified by the Corporation. It shall be a defense to any such action (other than anaction brought to enforce a claim for expenses incurred in defending any proceeding in advance ofits final disposition where the required undertaking, if any, has been tendered to the Corporation)that the claimant has not met the standards of conduct which make it permissible under the DGCL forthe Corporation to indemnify the claimant for the amount claimed, but the burden of such defenseshall be on the Corporation. Neither the failure of the Corporation (including the Board ofDirectors, independent legal counsel or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in the DGCL, nor an actualdetermination by the Corporation (including its Board of Directors, independent legal counsel, orits stockholders) that the claimant has not met such applicable standard of conduct, shall be adefense to the action or create a presumption that the claimant has not met the applicable standardof conduct.Section 3. Article Not Exclusive. The rights to indemnification and the payment ofexpenses incurred in defending a proceeding in advance of its final disposition conferred in thisArticle V shall not be exclusive of any other right which any person may have or hereafteracquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote ofstockholders or disinterested directors or otherwise.
 
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Section 4. Insurance. The Corporation may purchase and maintain insurance on its ownbehalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agentof the Corporation or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him or her and incurred by him or her in any suchcapacity, whether or not the Corporation would have the power to indemnify such person against suchliability under this Article V.Section 5. Expenses. Expenses incurred by any person described in Section 1of this Article V in defending a proceeding shall be paid by the Corporation in advance ofsuch proceeding’s final disposition unless otherwise determined by the Board of Directors in thespecific case upon receipt of an undertaking by or on behalf of the director or officer to repaysuch amount if it shall ultimately be determined that he or she is not entitled to be indemnifiedby the Corporation. Such expenses incurred by other employees and agents may be so paid upon suchterms and conditions, if any, as the Board of Directors deems appropriate.Section 6. Employees and Agents. Persons who are not covered by the foregoingprovisions of this Article V and who are or were employees or agents of the Corporation, orwho are or were serving at the request of the Corporation as employees or agents of anothercorporation, partnership, joint venture, trust or other enterprise, may be indemnified to theextent authorized at any time or from time to time by the Board of Directors.Section 7. Contract Rights. The provisions of this Article V shall be deemedto be a contract right between the Corporation and each director or officer who serves in any suchcapacity at any time while this Article V and the relevant provisions of the DGCL or otherapplicable law are in effect, and any repeal or modification of this Article V or any suchlaw shall not affect any rights or obligations then existing with respect to any state of facts orproceeding then existing.Section 8. Merger or Consolidation. For purposes of this Article V,references to “the Corporation” shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any person who is or was adirector, officer, employee or agent of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, shall stand in the sameposition under this Article V with respect to the resulting or surviving corporation as heor she would have with respect to such constituent corporation if its separate existence hadcontinued.Section 9. Exculpation. To the fullest extent permitted by the DGCL as the sameexists or may hereafter be amended, a director of this Corporation shall not be liable to theCorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director.Any repeal or modification of this Article V shall not adversely affect any right orprotection of a director of the Corporation existing at the time of such repeal or modification.
 
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ARTICLE VICERTIFICATES OF STOCK; RECORD DATESection 1. Form. Every holder of stock in the Corporation shall be entitled to have acertificate, signed by, or in the name of the Corporation by the Chief Executive Officer or aVice-President and the Secretary or an Assistant Secretary of the Corporation, certifying thenumber of shares owned by such holder in the Corporation. If such a certificate is countersigned(1) by a transfer agent or an assistant transfer agent other than the Corporation or its employeeor (2) by a registrar, other than the Corporation or its employee, the signature of any such ChiefExecutive Officer, Vice-President, Secretary, or Assistant Secretary may be facsimiles. In caseany officer or officers who have signed, or whose facsimile signature or signatures have been usedon, any such certificate or certificates shall cease to be such officer or officers of theCorporation whether because of death, resignation or otherwise before such certificate orcertificates have been delivered by the Corporation, such certificate or certificates maynevertheless be issued and delivered as though the person or persons who signed such certificate orcertificates or whose facsimile signature or signatures have been used thereon had not ceased to besuch officer or officers of the Corporation. All certificates for shares shall be consecutivelynumbered or otherwise identified. The name of the person to whom the shares represented therebyare issued, with the number of shares and date of issue, shall be entered on the books of theCorporation. Shares of stock of the Corporation shall only be transferred on the books of theCorporation by the holder of record thereof or by such holder’s attorney duly authorized inwriting, upon surrender to the Corporation of the certificate or certificates for such sharesendorsed by the appropriate person or persons, with such evidence of the authenticity of suchendorsement, transfer, authorization, and other matters as the Corporation may reasonably require,and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of theCorporation to issue a new certificate to the person entitled thereto, cancel the old certificateor certificates, and record the transaction on its books. The Board of Directors may appoint abank or trust company organized under the laws of the United States or any state thereof to act asits transfer agent or registrar, or both in connection with the transfer of any class or series ofsecurities of the Corporation.Section 2. Lost Certificates. The Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificates previously issued by theCorporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit ofthat fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. Whenauthorizing such issue of a new certificate or certificates, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require the owner of such lost,stolen, or destroyed certificate or certificates, or his, her or its legal representative, to givethe Corporation a bond sufficient to indemnify the Corporation against any claim that may be madeagainst the Corporation on account of the loss, theft or destruction of any such certificate or theissuance of such new certificate.
 
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Section 3. Fixing a Record Date for Stockholder Meetings. In order that theCorporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which record date shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting. If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be the close of business on the next day preceding the day on whichnotice is given, or if notice is waived, at the close of business on the day next preceding the dayon which the meeting is held. A determination of stockholders of record entitled to notice of orto 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 4. Fixing a Record Date for Action by Written Consent. In order that theCorporation may determine the stockholders entitled to consent to corporate action in writingwithout a meeting, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten (10) days after the date upon which theresolution fixing the record date is adopted by the Board of Directors. If no record date has beenfixed by the Board of Directors, the record date for determining stockholders entitled to consentto corporate action in writing without a meeting, when no prior action by the Board of Directors isrequired by statute, shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the Corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business, or an officer or agent of theCorporation having custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to the Corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed by the Board ofDirectors and prior action by the Board of Directors is required by statute, the record date fordetermining stockholders entitled to consent to corporate action in writing without a meeting shallbe at the close of business on the day on which the Board of Directors adopts the resolution takingsuch prior action.Section 5. Fixing a Record Date for Other Purposes. In order that the Corporation maydetermine the stockholders entitled to receive payment of any dividend or other distribution orallotment or any rights or the stockholders entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purposes of any other lawful action, the Boardof Directors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted, and which record date shall be not more than sixty(60) days prior to such action. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the day on which the Boardof Directors adopts the resolution relating thereto.Section 6. Registered Stockholders. Prior to the surrender to the Corporation of thecertificate or certificates for a share or shares of stock with a request to record the transfer ofsuch share or shares, the Corporation may treat the registered owner as the person entitled toreceive dividends, to vote, to receive notifications, and otherwise to exercise all the rights andpowers of an owner. The Corporation shall not be bound to recognize any equitable or other claimto or interest in such share or shares on the part of any other person, whether or not it shallhave express or other notice thereof.
 
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Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscriptionagreement, subscriptions for shares shall be paid in full at such time, or in such installments andat such times, as shall be determined by the Board of Directors. In case of default in the paymentof any installment or call when such payment is due, the Corporation may proceed to collect theamount due in the same manner as any debt due the Corporation.ARTICLE VIIGENERAL PROVISIONSSection 1. Dividends. Dividends upon the capital stock of the Corporation, subject tothe provisions of the Certificate of Incorporation, if any, may be declared by the Board ofDirectors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of the Certificate ofIncorporation. Before payment of any dividend, there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, or any other purposeand the directors may modify or abolish any such reserve in the manner in which it was created.Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for thepayment of money by or to the Corporation and all notes and other evidences of indebtedness issuedin the name of the Corporation shall be signed by such officer or officers, agent or agents of theCorporation, and in such manner, as shall be determined by resolution of the Board of Directors ora duly authorized committee thereof.Section 3. Contracts. The Board of Directors may authorize any officer or officers,or any agent or agents, of the Corporation to enter into any contract or to execute and deliver anyinstrument in the name of and on behalf of the Corporation, and such authority may be general orconfined to specific instances.Section 4. Loans. The Corporation may lend money to, or guarantee any obligation of,or otherwise assist any officer or other employee of the Corporation or of its subsidiary,including any officer or employee who is a director of the Corporation or its subsidiary, whenever,in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected tobenefit the Corporation. The loan, guaranty or other assistance may be with or without interest,and may be unsecured, or secured in such manner as the Board of Directors shall approve, including,without limitation, a pledge of shares of stock of the Corporation. Nothing in this Sectioncontained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of theCorporation at common law or under any statute.Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed byresolution of the Board of Directors.
 
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Section 6. Corporate Seal. The Board of Directors shall provide a corporate sealwhich shall be in the form of a circle and shall have inscribed thereon the name of the Corporationand the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimilethereof to be impressed or affixed or reproduced or otherwise.Section 7. Voting Securities Owned By Corporation. Voting securities in any otherCorporation held by the Corporation shall be voted by the Ranking Officer, unless the Board ofDirectors specifically confers authority to vote with respect thereto, which authority may begeneral or confined to specific instances, upon some other person or officer. Any personauthorized to vote securities shall have the power to appoint proxies, with general power ofsubstitution.Section 8. Inspection of Books and Records. Any stockholder of record, in person orby attorney or other agent, shall, upon written demand, have the right during the usual hours forbusiness to inspect for any purpose the Corporation’s stock ledger, a list of its stockholders, andits other books and records, and to make copies or extracts therefrom. In any instance where thestockholder seeks to inspect the Corporation’s books and records other than its stock ledger orlist of stockholders, such stockholder must first establish that: (1) such stockholder is astockholder; (2) such stockholder has complied with the DGCL regarding the form and manner ofmaking demand for inspection of such documents; and (3) the inspection such stockholder seeks isfor a proper purpose. A proper purpose shall mean any purpose reasonably related to such person’sinterest as a stockholder. In every instance where an attorney or other agent shall be the personwho seeks the right to inspection, the demand under oath shall be accompanied by a power ofattorney or such other writing which authorizes the attorney or other agent to so act on behalf ofthe stockholder. The demand under oath shall be directed to the Corporation at its registeredoffice in the State of Delaware or at its principal place of business.Section 9. Section Headings. Headings of Articles and Sections in these Bylaws arefor convenience of reference only and shall not be given any substantive effect in limiting orotherwise construing any provision herein.Section 10. Inconsistent Provisions. In the event that any provision of these Bylawsis or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or anyother applicable law , the provision of these Bylaws shall not be given any effect to the extent ofsuch inconsistency but shall otherwise be given full force and effect.
 
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ARTICLE VIIIAMENDMENTSThese Bylaws may be amended, altered, or repealed and new Bylaws adopted at any meeting of theBoard of Directors (or by written consent of the Board of Directors) upon the prior vote or writtenconsent of members constituting at least seventy percent (70%) of the members of the Board ofDirectors. For the avoidance of doubt, if there are seven (7) members of the Board of Directorsentitled to vote, then the amendment, alteration of the Bylaws, orrevocation and adoption of new Bylaws shall require the prior vote or written consent of atleast five (5) of the seven (7) members of the Board of Directors. The fact that the power toadopt, amend, alter, or repeal the Bylaws has been conferred upon the Board of Directors shall notdivest the stockholders of the same power.*  *  *
 
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