Section 2.01 Place of Meetings of Stockholders. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. The board of directors may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Delaware law.

Section 2.02 Meetings by Remote Communication. If authorized by the board of directors, in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 2.03 Annual Meetings of Stockholders. The annual meeting of stockholders shall be held at such date, time, and place, if any, as shall be determined by the board of directors and stated in the notice of the meeting, at which the stockholders of the corporation shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting in accordance with these By-Laws.

Section 2.05 Special Meetings of Stockholders. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chair of the Board and shall be called by the Chair of the Board or Secretary at the request in writing of the board of directors, or at the request in writing (and not by electronic transmission) signed by stockholders owning 50% of the voting power of the outstanding shares of the corporation then entitled to vote on the matter or matters to be brought before the proposed meeting, delivered by registered mail or hand delivery to the Secretary of the corporation. Each such request shall state the purpose or purposes of the proposed meeting (and the nominees for director election, as applicable) and shall set forth all the information that would be required by Section 2.13 of these By-Laws if the proposals (and the nominees for director election, as applicable) were submitted for action at an annual meeting of stockholders. Any stockholder may revoke a request by revocation in writing (and not by electronic transmission) delivered by registered mail or hand delivery to the Secretary of the corporation at any time prior to the stockholder-requested special meeting and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the board of directors, in its discretion, may cancel the special meeting. The board of directors shall fix the date, time and place of all special meetings of stockholders. The board of directors may present business to be transacted at any special meeting called at the request of stockholders, and may fix a record date to determine the stockholders entitled to deliver requests for a special meeting.

Section 2.06 Notice of Special Meetings of Stockholders. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 2.07 List of Stockholders. The corporation shall prepare a complete list of the stockholders entitled to vote at any meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder no later than the tenth day before each meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the corporation. Except as provided by applicable law, the stock ledger of the corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

(a) The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholder for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in Section 2.08(b), until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum.

(b) When a meeting is adjourned to another date, time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the date, time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are (i) announced at the meeting at which the adjournment is taken; (ii) displayed during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication; or (iii) set forth in the notice of meeting given in accordance with Section 2.04 or Section 2.06 of these By-Laws. At any such adjourned meeting at which a quorum shall be present or represented, the corporation may transact any business that might have been transacted at the meeting originally called. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(a) Unless otherwise provided in the Certificate of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

(b) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no proxy shall be voted or acted upon after three years from its date, unless allowed by the laws of the State of Delaware or unless the proxy provides for a longer period. The authorization of a person to act as proxy may be documented, signed, and delivered in accordance with the General Corporation Law of the State of Delaware provided that such authorization shall set forth, or be delivered with, information enabling the corporation to determine the identity of the stockholder granting such authorization. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the board of directors.

(i) a written representation and agreement, which shall be signed by such person and pursuant to which such person shall represent and agree that such person: (A) consents to serving as a director if elected and (if applicable) to being named in any proxy statement and form of proxy as a nominee, and currently intends to serve as a director for the full term for which such person is standing for election; (B) will promptly notify the corporation of the nominee’s actual or potential unwillingness or inability to serve as director; (C) is not (and will not become) a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity (1) as to how such person, if elected as a director, will act or vote on any issue or question that has not been disclosed to the corporation, or (2) that could limit or interfere with such person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (D) is not (and will not become) a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a nominee or as a director that has not been disclosed to the corporation; (E) does not need any permission or consent from any third party, including any employer or other board or governing body on which such nominee serves, to serve as a director of the corporation, if elected, that has not been obtained, including providing copies of any and all requisite permissions or consents; (F) if elected or re-elected as a director, intends to comply with all policies, principles and guidelines of the corporation with respect to codes of conduct, corporate governance, conflict of interest, confidentiality, stock ownership and trading applicable to directors of the corporation, which will be promptly provided following a request therefor;

(a) At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Nominations of persons for election to the board of directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the corporation’s proxy materials with respect to such meeting, (ii) by or at the direction of the board of directors, or (iii) by any stockholder of record of the corporation (the “Proposing Stockholder”) at the time of the giving of the notice required in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.13. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)) at an annual meeting of stockholders.

(b) For nominations or business to be properly brought before an annual meeting by a Proposing Stockholder pursuant to clause (iii) of the foregoing paragraph (a), (i) the Proposing Stockholder must have given timely notice thereof in writing (and not by electronic transmission) to the Secretary of the corporation, (ii) any such business must be a proper matter for stockholder action under Delaware law and (iii) the Proposing Stockholder and the Stockholder Associated Person, if any, on whose behalf any such proposal or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement required by Section 2.13(c)(iii)(N) of these By-Laws. To be timely, a Proposing Stockholder’s notice shall be received by the Secretary at the principal executive offices of the corporation not less than 60 or more than 90 days prior to the one-year anniversary of the date on which the corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that, subject to the last sentence of this Section 2.13(b), if the meeting is convened more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the Proposing Stockholder to be timely must be so received not later than the close of business on the later of (i) the 90th day before such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding anything in the preceding sentence to the contrary, in the event that the number of directors to be elected to the board of directors is increased and there has been no public announcement naming all of the nominees for director or indicating the increase in the size of the board of directors made by the corporation at least 10 days before the last day a Proposing Stockholder may deliver a notice of nomination in accordance with the preceding sentence, a Proposing Stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation. In no event shall an adjournment, or postponement of an annual meeting for which notice has been given, commence a new time period for the giving of a Proposing Stockholder’s notice. For purposes of these By-Laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, PR Newswire, or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(i) if such notice pertains to the nomination of directors, as to each person whom the Proposing Stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors, pursuant to and in accordance with Section 14(a) of the Exchange Act, including Regulation 14A and Rule 14a-19 promulgated under the Exchange Act, and all information required to be submitted under Section 2.12 of these By-Laws;

(ii) as to any business that the Proposing Stockholder proposes to bring before the meeting (other than a nomination of persons for election to the board of directors), a brief description of such business, the reasons for conducting such business at the meeting, any material interest in such business of such Proposing Stockholder and the Stockholder Associated Person, if any, on whose behalf the proposal is made, and any other information relating to such proposal that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies in support of the proposal pursuant to Section 14(a) of the Exchange Act, including Regulation 14A;

(iii) as to the Proposing Stockholder and any Stockholder Associated Person, if any, on whose behalf the nomination or proposal is being made:

(F) any rights to dividends on the shares of the corporation owned beneficially directly or indirectly by each such person that are separated or separable from the underlying shares of the corporation;

(G) any proportionate interest in shares of the corporation or derivative instruments held, directly or indirectly, by a general or limited partnership in which each such person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner;

(H) a complete and accurate description of any performance-related fees (other than an asset-based fee) to which each such person is directly or indirectly entitled based on any increase or decrease in the value of shares of the corporation, derivative instruments or short interests, if any, as of the date of such notice, including without limitation any such interests held by members of each such person’s immediate family sharing the same household (which information set forth in this paragraph shall be supplemented by each such person, as the case may be, not later than 10 days after the record date for determining the stockholders entitled to vote at the meeting; provided, that if such date is after the date of the meeting, not later than the day prior to the meeting);

(I) the names and addresses of any other beneficial owners or record owners of securities of the corporation known by the Proposing Stockholder to be financially supporting the nomination or proposed business, and to the extent known, the class and number of all shares of the corporation’s stock owned beneficially or of record by such other beneficial owners or record owners;

(J) a complete and accurate description of any pending or, to the Proposing Stockholder’s knowledge, threatened legal proceeding in which each such person is a party or participant involving the corporation or, to such Proposing Stockholder’s knowledge, any current or former officer, director, affiliate or associate of the corporation;

(K) a representation that the Proposing Stockholder is a holder of record of shares of the corporation entitled to vote at the meeting and intends to appear in person at the meeting (or a qualified representative thereof intends to appear in person at the meeting) to nominate the person or persons specified in the notice or propose such other business proposal;

(L) a statement whether each such person or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such nomination or other business proposal and, if so, the name of each participant in such solicitation; and a statement (1) confirming whether each such person intends, or is part of a group that (x) in the case of a nomination, intends to solicit proxies or votes in support of such director nominees or nomination in accordance with Rule 14a-19 under the Exchange Act, including but not limited to, delivering a proxy statement and form of proxy and soliciting at least the percentage of the voting power of all of the shares of the stock of the corporation required under applicable law to elect the nominee, and (y) in the case of a business proposal, intends to deliver a proxy statement and form of proxy and solicit at least the percentage of voting power of all of the shares of stock of the corporation required under applicable law to approve the proposal; and (2) whether or not each such person intends to otherwise solicit proxies from stockholders in support of such nomination or other business proposal (such statement, a “Solicitation Statement”); and

(M) any other information relating to each such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act.

(d) Special Meetings. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting: (i) by or at the direction of the board of directors; or (ii) by any stockholder of the corporation who is a stockholder of record of the corporation at the time the notice provided for in this Section 2.13(d) is delivered to the secretary of the corporation, who is entitled to vote at the meeting and who delivers notice thereof in writing (and not by electronic transmission) setting forth the information required by Section 2.13(c) above and provides the additional information required by Section 2.12 above. In the event the corporation calls a special meeting of stockholders (other than a stockholder-requested special meeting) for the purpose of electing one or more directors to the board of directors, any stockholder of record of the corporation entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the notice required by this Section 2.13(d) shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall an adjournment, or postponement of a special meeting for which notice has been given, commence a new time period for the giving of a stockholder of record’s notice. Notwithstanding any other provision of these By-Laws, in the case of a stockholder-requested special meeting, no stockholder may nominate a person for election to the board of directors or propose any other business to be considered at the meeting, except for the nominations and/or business set forth in the written request(s) delivered for such special meeting pursuant to Section 2.06.

(i) A person shall not be eligible for election or re-election as a director at any meeting of stockholders, and no other business shall be conducted at any meeting of stockholders, in each case, except in accordance with the procedures set forth in Section 2.12 and this Section 2.13. The chair of the meeting shall have the power and authority to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these By-Laws. If any proposed nomination was not made or proposed in compliance with Section 2.12 and this Section 2.13, or other business was not made or proposed in compliance with this Section 2.13, or if any Proposing Stockholder, Stockholder Associated Person, or any nominee for director acted contrary to any representation or other agreement required by Section 2.12 or this Section 2.13 (or with any law, rule, or regulation identified therein) or provided false or misleading information to the corporation, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted.

(ii) A Proposing Stockholder’s notice of nominees given in accordance with this Section 2.13 must contain the names of only the nominees for whom the Proposing Stockholder (or Stockholder Associated Person, if any) intends to solicit proxies, and the Proposing Stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in Section 2.13(b); provided that, in the event a Proposing Stockholder’s notice includes one or more substitute nominees, such Proposing Stockholder must provide timely notice of such substitute nominee(s) in accordance with the provisions of this Section 2.13 (including, without limitation, satisfaction of all applicable informational requirements set forth in Section 2.12 and this Section 2.13). For the avoidance of doubt, the number of nominees a Proposing Stockholder may nominate for election at an annual meeting of stockholders (or in the case of a Proposing Stockholder giving the notice on behalf of a Stockholder Associated Person, the number of nominees a Proposing Stockholder may nominate for election at an annual meeting of stockholders on behalf of the Stockholder Associated Person) shall not exceed the number of directors to be elected at such annual meeting.

(iii) If any stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met all of the applicable requirements of Rule 14a-19 under the Exchange Act. Without limiting the other provisions and requirements of Section 2.12 or this Section 2.13, unless otherwise required by law, if any Proposing Stockholder provides such notice and either (A) fails to comply with the requirements of Rule 14a-19 under the Exchange Act, or (B) fails to timely provide reasonable evidence of such compliance as required by this Section 2.13(e)(iii), then the Proposing Stockholder’s nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the corporation’s proxy statement, notice of meeting, or other proxy materials (or any supplement thereto) for any annual meeting and the corporation shall disregard any proxies or votes solicited for such Proposing Stockholder’s nominees.

(iv) Any Proposing Stockholder shall update the notice delivered and information previously provided to the corporation pursuant to Section 2.12 or this Section 2.13, if necessary, so that the information provided or required to be provided in such notice shall continue to be true and correct as of (A) the record date for the meeting of stockholders and (B) the date that is ten (10) business days prior to such meeting (or any adjournment or postponement thereof). Such update shall be delivered in writing (and not by electronic transmission) to the Secretary of the corporation not later than five (5) business days after such record date for such meeting (in the case of an update required to be made as of the record date) and not later than eight (8) business days prior to the date of the meeting (in the case of an update required to be made as of the date that is ten (10) business days prior to such meeting or any adjournment or postponement thereof). A Proposing Stockholder may not, after the last day on which a notice would be timely under this Section 2.13, cure in any way any defect preventing the submission of a proposal.

(v) For purposes of these By-Laws, “Stockholder Associated Person” of any stockholder shall mean (A) any beneficial owner of shares of stock of the corporation on whose behalf any nomination or proposal is made by such stockholder; (B) any affiliates or associates of such stockholder or any beneficial owner described in clause (A); and (C) any affiliate who controls such stockholder or any beneficial owner described in clause (A).

(vi) Notwithstanding the foregoing provisions of this Section 2.13, a Proposing Stockholder shall also comply with all applicable requirements of the Exchange Act with respect to matters set forth in this Section 2.13. Nothing in this Section 2.13 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 3.01 Election of Directors. The number of directors which shall constitute the whole board of directors shall be determined by resolution adopted by the board of directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.02 of this Article.

Section 3.02 Vacancies on Board of Directors. Except as otherwise required by law, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director appointed in accordance with the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders, and in each case shall serve until such director’s successor has been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these By-Laws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided by law.

Section 3.03 Powers of Board of Directors. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 3.04 Regular Meetings of Board of Directors. Regular meetings of the board of directors may be held without notice at such time and at such place, if any, within or without the State of Delaware as shall from time to time be determined by the board of directors.

Section 3.05 Special Meetings of Board of Directors. Special meetings of the board of directors may be held at any time and at any place, if any, within or without the State of Delaware when called by the Chair of the Board, the Chief Executive Officer or the President on at least 24 hours’ notice to each director by hand delivery, electronic transmission or telephone, or on five (5) days’ notice if such notice is delivered by mail; special meetings shall be called by the Chair of the Board, Chief Executive Officer, President or Secretary in like manner and on like notice on the written request of two directors unless the board of directors consists of only one director in which case special meetings shall be called by the Chief Executive Officer, President or Secretary in like manner and in like notice on the written request of the sole director.

Section 3.06 Quorum. At all meetings of the board of directors, a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the board 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 3.07 Director Consents. 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 committee, as the case may be, consent thereto in the manner permitted by Section 141(f) of the General Corporation Law of the State of Delaware.

Section 3.08 Remote Meetings of Board of Directors. Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.09 Committees of the Board of Directors. The board of directors may, by resolution passed by a majority of the whole board of directors, 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 a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board 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 which may require it, to the fullest extent permitted by Section 141(c)(2) of the General Corporation Law of the State of Delaware. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 3.10 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 3.11 Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, the board of directors shall have the authority to fix the compensation of directors; which may include such reasonable fees for service on the board of directors and any committee thereof and for service as Chair of the Board or Chair of any committee of the board of directors as may be fixed by the board of directors and reimbursement of their actual and reasonable expenses. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.12 Removal of Directors. Unless otherwise required by the Certificate of Incorporation or by statute or law, directors may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all shares of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 3.13 Chair of the Board. The Chair of the Board, if there is one, shall be elected annually by and from the board of directors and shall preside at all meetings of the directors at which the Chair of the Board shall be present. In the absence of the Chair of the Board, any other director designated by the directors present at the meeting of the board of directors shall act as chair of and preside at such meeting. A director’s service as Chair of the Board shall not by itself render such director an officer or employee of the corporation, except as, and solely to the extent, required by applicable law.

Section 3.14 Notices. Whenever, under the provisions of applicable law or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director, it shall not be construed to require personal notice, but such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the corporation, facsimile, email, or by other means of electronic transmission.

Section 3.15 Waiver of Notice. Whenever a notice is required to be given to a director under applicable law or of the Certificate of Incorporation or of these By-Laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to said notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the basis that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special board of directors or committee meeting need be specified in any waiver of notice.

Section 4.02 Election of Officers. The board of directors at its first meeting after each annual meeting of stockholders shall choose a Chair of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer.

Section 4.03 Other Officers. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4.04 Term of Office. Each officer of the corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Any officer elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors then in office. Any officer of the corporation may resign at any time by giving notice of such officer’s resignation in writing (which may be by electronic transmission), to the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur in any office of the corporation, the position shall be filled for the unexpired portion of the term by appointment made by the board of directors.

Section 4.05 Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation. It shall be the Chief Executive Officer’s duty, and the Chief Executive Officer shall have the power, to see that all orders and resolutions of the board of directors are carried into effect. The Chief Executive Officer, as soon as reasonably possible after the close of each fiscal year, shall submit to the board of directors a report of the operations of the corporation for such year and a statement of its affairs, and shall from time to time report to the board of directors all matters within the Chief Executive Officer’s knowledge which the interests of the corporation may require to be brought to its notice. The Chief Executive Officer shall perform such duties and have such powers additional to the foregoing as the board of directors shall designate.

Section 4.06 President. In the absence or disability of the Chief Executive Officer, the Chief Executive Officer’s powers and duties shall be performed by the President. The President shall have such other powers as set forth in these By-Laws and perform such other duties as the Chair of the Board, the Chief Executive Officer or the board of directors shall from time to time designate.

Section 4.07 Vice Presidents. In the absence or disability of the President, the President’s powers and duties shall be performed by the Vice President, if only one, or, if more than one, by the one designated for the purpose by the board of directors. Each Vice President shall have such other powers and perform such other duties as the board of directors shall from time to time designate.

Section 4.08 Treasurer. The Treasurer shall perform such duties and shall have such powers as set forth in these By-Laws or as may from time to time be assigned by the board of directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in such depositories as shall be designated by the board of directors or in the absence of such designation in such depositories as the Treasurer shall from time to time deem proper, to disburse such funds of the corporation as shall be ordered by the board of directors, to make proper accounts of such funds, and to render to the Chief Executive Officer and to the board of directors such statements of transactions and accounts as the Chief Executive Officer and board of directors respectively may from time to time require. If required by the board of directors, the Treasurer shall give the corporation a bond for the faithful discharge of the Treasurer’s duties in such amount and with such surety as the board of directors shall prescribe.

Section 4.09 Assistant Treasurers. In the absence or disability of the Treasurer, the Treasurer’s powers and duties shall be performed by the Assistant Treasurer, if one be elected or appointed, or, if more than one, by the one designated for the purpose by the board of directors. Each Assistant Treasurer shall have such other powers and perform such other duties as the board of directors shall from time to time designate.

Section 5.01 Issuance of Stock. The shares of the corporation may be certificated or uncertificated, and the board of directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of the classes or series of capital stock of the corporation. The corporation may adopt a system of issuance, recordation and transfer of shares of its capital stock by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers or other stockholders in substitution for any required statements on certificates, and as may be required by applicable law and stock exchange or market rules. Any system so adopted shall not become effective as to issued and outstanding certificated shares until the certificates therefor have been surrendered to the corporation. In the event the corporation issues shares of stock to be evidenced by certificates, each holder of such shares shall be entitled to have a certificate certifying the number of shares owned by such stockholder in the corporation, signed by or in the name of the corporation by (a) either the Chair of the Board, the Chief Executive Officer, the President or a Vice-President and (b) either the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class and any such shares are issued in certificated form, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificates which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 156, 202(a), 218(a) or 364 of the General Corporation Law of the State of Delaware or with respect to Section 151 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 5.02 Signature on Stock Certificates. Where a certificate is countersigned, (a) by a transfer agent other than the corporation or its employee, or (b) by a registrar other than the corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such officer, transfer agent or registrar remained as such at the date of issue.

Section 5.03 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.04 Transfers of Stock. Upon delivery to the corporation or the transfer agent of the corporation of proper evidence of succession, assignment or authority to transfer, and in the case of certificated shares, surrender to the corporation or the transfer agent of the corporation of a certificate for such shares, it shall be the duty of the corporation to record the transaction upon its books, and in the case of certificated shares, to issue a new certificate to the person entitled thereto and cancel the old certificate. The corporation may treat as the absolute owner of shares of capital stock of the corporation the person or persons in whose name such shares are registered on the books of the corporation. The board of directors may make such additional rules and regulations as it may deem advisable concerning the issue and transfer of book-entry shares or certificates representing shares of the capital stock of the corporation.

Section 5.05 Fixing Record Date. 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 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. 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 5.06 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 6.01 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of applicable law, may be declared by the board of directors at any regular or special meeting, and paid either (a) out of its surplus, as defined by law, or (b) in case there shall be no such surplus, out of the corporation’s net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If the capital of the corporation, computed in accordance with law, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the board of directors shall not, except as allowed by the laws of the State of Delaware, declare and pay out of such net profits any dividends upon any shares of any classes of the corporation’s capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 6.02 Reserves. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors may think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 6.03 Checks; Drafts; Evidence of Indebtedness. All checks, notes, drafts, or other orders for the payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 6.04 Fiscal Year. The fiscal year of the corporation shall end on December 31.

Section 6.05 Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the word “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6.06 Indemnification and Advancement. The corporation shall indemnify any current or former director, officer, employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent contemplated by Section 145 of the General Corporation Law of the State of Delaware. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the General Corporation Law of the State of Delaware. The corporation’s indemnity of any person who is or was a director, officer, employee or agent of the corporation shall be reduced by any amounts such person may collect as indemnification under any policy of insurance purchased and maintained on such person’s behalf by the corporation.

The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

In addition to the right of indemnification granted under this Section 6.06, current and former directors and officers of the corporation shall also have the right to be paid by the corporation the expenses (including attorney’s fees) incurred in defending any such action, suit or proceeding contemplated by Section 145 of the General Corporation Law of the State of Delaware in advance of the final disposition of any such action, suit or proceeding upon the corporation’s receipt of an undertaking by or on behalf of such current or former director or officer to repay such amount if it shall be ultimately determined that such current or former officer or director is not entitled to be indemnified by the corporation pursuant to law or this Section 6.06.

Neither the amendment nor repeal of this Section 6.06, nor the adoption of any provisions of the Certificate of Incorporation inconsistent with this Section 6.06, shall eliminate or reduce the effect of this Section 6.06 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section 6.06 would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Section 6.07 Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the board of directors, and each officer of the corporation shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 6.08 Inspection of Books by Stockholders. Subject to the laws of the State of Delaware, the board of directors shall have the power to determine from time to time and at any time whether and to what extent and at what times and places and under what conditions and regulations the records of account, books and stock ledgers of the corporation, or any of them, shall be open to inspection and copying by stockholders, their agents or attorneys; and no stockholder, or agent or attorney of such stockholder, shall have any right to inspect or copy any record of account or book or stock ledger, or any part thereof, of the corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the board of directors or of the stockholders and unless and until such stockholder agrees to comply with, and abide by, such conditions and regulations governing inspection and copying thereof, as determined by the board of directors.