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Exhibit 3.3

BYLAWS

OF

ACCELEVATION HOLDINGS CORP.

A Delaware corporation

(Adopted as of June 15, 2026)

ARTICLE I

OFFICES

Section 1Registered Office.  The registered office of the corporation in the State of Delaware

shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.  The

name of the corporation's registered agent at such address shall be The Corporation Trust Company.  The

registered office and/or registered agent of the corporation may be changed from time to time by action of

the board of directors.

Section 2Other Offices.  The corporation may also have offices at such other places, both

within and without the State of Delaware, as the board of directors may from time to time determine or

the business of the corporation may require. 

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1Annual Meetings.  An annual meeting of the stockholders shall be held each year

within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the

corporation for the purpose of electing directors and conducting such other proper business as may come

before the meeting.  The date, time and place, if any, and/or the means of remote communication, of the

annual meeting shall be determined by the board of directors of the corporation.  No annual meeting of

stockholders need be held if not required by the corporation's certificate of incorporation or by the

General Corporation Law of the State of Delaware.

Section 2Special Meetings.  Special meetings of stockholders may be called for any purpose

(including, without limitation, the filling of board vacancies and newly created directorships) and may be

held at such time and place, within or without the State of Delaware, and/or by means of remote

communication, as shall be stated in a written notice of meeting or in a duly executed waiver of notice

thereof.  Such meetings may be called at any time by a majority of the members of the board of directors

or the president and shall be called by the president upon the written request of holders of shares entitled

to cast not less than a majority of the votes at the meeting, which written request shall state the purpose or

purposes of the meeting and shall be delivered to the president.  The date, time and place, if any, and/or

means of remote communication, of any special meeting of stockholders shall be determined by the board

of directors of the corporation.  On such written request, the president shall fix a date and time for such

meeting within ten (10) days after receipt of a request for such meeting in such written request. 

Section 3Place of Meetings.  The board of directors may designate any place, either within or

without the State of Delaware, and/or by means of remote communication, as the place of meeting for any

annual meeting or for any special meeting called by the board of directors.  If no designation is made, or

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if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the

corporation.

Section 4Notice.  Whenever stockholders are required or permitted to take any action at a

meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of

remote communications, if any, by which stockholders and proxy holders may be deemed to be present in

person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such

meeting, shall be given to each stockholder entitled to vote at such meeting and to each director not less

than ten (10) nor more than sixty (60) days before the date of the meeting.  All such notices shall be

delivered, either personally, by mail, or by a form of electronic transmission consented to by the

stockholder to whom the notice is given, by or at the direction of the board of directors, the president or

the secretary, and if mailed, such notice shall 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 the corporation.  If given by electronic transmission, such notice shall be deemed to be

delivered (a) if by facsimile telecommunication, when directed to a number at which the stockholder has

consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which

the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with

separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the

giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to

the stockholder.  Any such consent shall be revocable by the stockholder by written notice to the

corporation.  Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by

electronic transmission two consecutive notices given by the corporation in accordance with such consent

and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the

transfer agent.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,

except when the person attends for the express purpose of objecting at the beginning of the meeting to the

transaction of any business because the meeting is not lawfully called or convened.

Section 5Stockholders List.  The officer who has charge of the stock ledger of the corporation

shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the

stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each

stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open

to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten

(10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the

information required to gain access to such list is provided with the notice of the meeting, and/or

(ii) during ordinary business hours, at the principal place of business of the corporation.  In the event that

the corporation determines to make the list available on an electronic network, the corporation may take

reasonable steps to ensure that such information is available only to stockholders of the corporation.  If

the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the

meeting for the duration of the meeting, and may be inspected by any stockholder who is present.  If the

meeting is to be held solely by means of remote communication, then the list shall also be open to the

examination of any stockholder for the duration of the meeting on a reasonably accessible electronic

network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6Quorum.  The holders of a majority of the issued and outstanding shares of capital

stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all

meetings of the stockholders, except as otherwise provided by statute or by the corporation's certificate of

incorporation.  If a quorum is not present, the holders of a majority of the shares present in person or

represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to

another time and/or place. 

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Section 7Adjourned Meetings.  When a meeting is adjourned to another time and place, notice

need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote

communications, if any, by which stockholders and proxy holders may be deemed to be present in person

and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At

the adjourned meeting, the corporation may transact any business which might have been transacted at the

original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new

record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.

Section 8Vote Required.  When a quorum is present, the affirmative vote of the majority of

shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter

shall be the act of the stockholders, unless the question is one upon which by express provisions of an

applicable law or of the corporation's certificate of incorporation a different vote is required, in which

case such express provision shall govern and control the decision of such question. 

Section 9Voting Rights.  Except as otherwise provided by the General Corporation Law of the

State of Delaware or by the corporation's certificate of incorporation or any amendments thereto and

subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be

entitled to one vote in person or by proxy for each share of common stock held by such stockholder.   

Section 10Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express

consent or dissent to corporate action in writing without a meeting may authorize another person or

persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three

(3) years from its date, unless the proxy provides for a longer period.  A duly executed 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 proxy may be made irrevocable regardless of

whether the interest with which it is coupled is an interest in the stock itself or an interest in the

corporation generally.  Any proxy is suspended when the person executing the proxy is present at a

meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and

the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting

and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. 

At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the

meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and

no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11Action by Written Consent.  Unless otherwise provided in the corporation's certificate

of incorporation, any action required to be taken at any annual or special meeting of stockholders of the

corporation, or any action which may be taken at any annual or special meeting of such stockholders, may

be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing,

setting forth the action so taken and bearing the dates of signature of the stockholders who signed the

consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its

registered office in the state of Delaware, or the corporation's principal place of business, or an officer or

agent of the corporation having custody of the book or books in which proceedings of meetings of the

stockholders are recorded.  Delivery made to the corporation's registered office shall be by hand or by

certified or registered mail, return receipt requested or by reputable overnight courier service, or by

facsimile or email with confirmation of receipt.  All consents properly delivered in accordance with this

section shall be deemed to be recorded when so delivered.  No written consent shall be effective to take

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the corporate action referred to therein unless, within sixty (60) days after the earliest dated consent

delivered to the corporation as required by this section, written consents signed by the holders of a

sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of

the corporate action without a meeting by less than unanimous written consent shall be given to those

stockholders who have not consented in writing.  Any action taken pursuant to such written consent or

consents of the stockholders shall have the same force and effect as if taken by the stockholders at a

meeting thereof.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or

used in lieu of the original writing for any and all purposes for which the original writing could be used;

provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire

original writing.

Section 12Action by Facsimile, Email or Other Electronic Transmission Consent.  A facsimile,

email or other electronic transmission by a stockholder or proxyholder (or by any person authorized to act

on such person's behalf) of a proxy or a written consent to an action to be taken (including the delivery of

such a document in the .pdf, .tif, .gif, .jpeg or similar format attached to an email message) shall be

deemed to be written, signed, dated and delivered to the corporation for the purposes of this Article;

provided that any such facsimile, email or other electronic transmission sets forth or is delivered with

information from which the corporation can determine (A) that the facsimile, email or other electronic

transmission was transmitted by the stockholder or proxyholder or by a person authorized to act for the

stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized

person transmitted such facsimile, email or other electronic transmission.  The date on which such

facsimile, email or other electronic transmission is transmitted shall be deemed to be the date on which

such consent or proxy was signed, unless otherwise provided in such consent.  Any such facsimile, email

or other electronic transmission of a consent or proxy shall be treated in all respects as an original

executed consent or proxy and shall be considered to have the same binding legal effect as if it were the

original signed version thereof delivered in person.  At the request of the board of directors or the

Secretary of the corporation, each stockholder, proxyholder or other authorized person who delivered a

consent or proxy by facsimile, email or other electronic transmission shall re-execute the original form

thereof and deliver such original to the corporation at its registered office in the State of Delaware, its

principal place of business or to an officer or agent of the corporation having custody of the book in

which proceedings of meetings of stockholders are recorded.

ARTICLE III

DIRECTORS

Section 1General Powers.  The business and affairs of the corporation shall be managed by or

under the direction of the board of directors.

Section 2Number, Election and Term of Office.  The initial number of directors which shall

constitute the board of directors shall be one (1).  Thereafter, the number of directors shall be established

from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of

the shares present in person or represented by proxy at the meeting and entitled to vote in the election of

directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except

as otherwise provided in Section 4 of this Article III.  Each director elected shall hold office until a

successor is duly elected and qualified or until his or her earlier death, resignation or removal as

hereinafter provided.

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Section 3Removal and Resignation.  Any director or the entire board of directors may be

removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote

at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more

directors by the provisions of the corporation's certificate of incorporation, the provisions of this section

shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the

holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a

whole.  Any director may resign at any time upon notice given in writing or by electronic transmission to

the corporation.

Section 4Vacancies.  Except as otherwise provided in the corporation's certificate of

incorporation, board vacancies and newly created directorships resulting from any increase in the

authorized number of directors may be filled by a majority of the directors then in office, even if less than

a quorum, or by a sole remaining director.  Each director so chosen shall hold office until a successor is

duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5Annual Meetings.  The annual meeting of each newly elected board of directors shall

be held without notice (other than notice under these bylaws) immediately after, and at the same place, if

any, as the annual meeting of stockholders.

Section 6Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the

board of directors may be held without notice at such time and at such place, if any, as shall from time to

time be determined by resolution of the board of directors and promptly communicated to all directors

then in office.  Special meetings of the board of directors may be called by or at the request of the

president or any director on at least 24 hours notice to each director, either personally, by telephone, by

mail or by electronic transmission. 

Section 7Quorum, Required Vote and Adjournment.  A majority of the total number of

directors then in office authorized shall constitute a quorum for the transaction of business.  The vote of a

majority of directors present at a meeting at which a quorum is present shall be the act of the board of

directors.  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.  Except as otherwise required by the corporation's certificate of

incorporation, each director shall be entitled to one vote on each matter presented to the board for

approval. 

Section 8Committees.  The board of directors may, by resolution passed by a majority of the

whole board, designate one or more committees, each committee to consist of one or more of the directors

of the corporation, which to the extent provided in such resolution or these bylaws shall have and may

exercise the powers of the board of directors in the management and affairs of the corporation, except as

otherwise limited by law.  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.  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.  Each committee shall keep regular minutes

of its meetings and report the same to the board of directors when required. 

Section 9Committee Rules.  Each committee of the board of directors may fix its own rules of

procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by

a resolution of the board of directors designating such committee.  Unless otherwise provided in such a

resolution, the presence of a majority of the members of the committee then in office shall be necessary to

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constitute a quorum.  In the event that a member and that member's alternate, if alternates are designated

by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or

disqualified, 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 place of any such absent or disqualified member. 

Section 10Communications Equipment.  Members of the board of directors or any committee

thereof may participate in and act at any meeting of such board or committee by means of conference

telephone or other communications equipment by means of which all persons participating in the meeting

can hear each other, and participation in the meeting pursuant to this section shall constitute presence in

person at the meeting.

Section 11Waiver of Notice and Presumption of Assent.  Any member of the board of directors

or any committee thereof who is present at a meeting shall be conclusively presumed to have waived

notice of such meeting, except when such member attends for the express purpose of objecting at the

beginning of the meeting to the transaction of any business because the meeting is not lawfully called or

convened.  Such member shall be conclusively presumed to have assented to any action taken unless his

or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such

action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof

or shall be forwarded by registered mail to the secretary of the corporation immediately after the

adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of

such action. 

Section 12Action by Written Consent.  Unless otherwise restricted by the corporation's

certificate of incorporation, 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 or

committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or

writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board

of directors, or committee.  Such filing shall be in paper form if the minutes are maintained in paper form

and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

Section 1Number.  The officers of the corporation shall be elected by the board of directors

and shall consist of a president, a secretary, and such other officers and assistant officers as may be

deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same

person.  In its discretion, the board of directors may choose not to fill any office for any period as it may

deem advisable.

Section 2Election and Term of Office.  The officers of the corporation shall be elected

annually by the board of directors at its first meeting held after each annual meeting of stockholders or as

soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any

meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and

qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3Removal.  Any officer or agent elected by the board of directors may be removed by

the board of directors whenever in its judgment the best interests of the corporation would be served

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thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so

removed.

Section 4Vacancies.  Any vacancy occurring in any office because of death, resignation,

removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the board of

directors then in office.

Section 5Compensation.  Compensation of all officers shall be fixed by the board of directors,

and no officer shall be prevented from receiving such compensation by virtue of his or her also being a

director of the corporation. 

Section 6The President.  The president shall be the chief executive officer of the corporation;

in the absence of the chairman of the board, shall preside at all meetings of the stockholders and board of

directors at which he or she is present; subject to the powers of the board of directors, shall have general

charge of the business, affairs and property of the corporation, and control over its officers, agents and

employees; and shall see that all orders and resolutions of the board of directors are carried into effect. 

The president or any other duly-authorized officer of the corporation shall execute bonds, mortgages and

other contracts requiring a seal, under the seal of the corporation, except where required or permitted by

law to be otherwise signed and executed and except where the signing and execution thereof shall be

expressly delegated by the board of directors to some other officer or agent of the corporation.  The

president shall have such other powers and perform such other duties as may be prescribed by the board

of directors or as may be provided in these bylaws.

Section 7Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the

board of directors, all meetings of the committees thereof and all meetings of the stockholders and record

all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the president's

supervision, the secretary shall give, or cause to be given, all notices required to be given by these bylaws

or by law, shall have such powers and perform such duties as the board of directors, the president or these

bylaws may, from time to time, prescribe, and shall have custody of the corporate seal of the corporation. 

The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument

requiring it and when so affixed, it may be attested by his or her signature or by the signature of such

assistant secretary.  The board of directors may give general authority to any other officer to affix the seal

of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be

more than one, the assistant secretaries in the order 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 and have such other powers as the board of directors, the president, or secretary

may, from time to time, prescribe. 

Section 8Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents,

if any, other than those whose duties are provided for in these bylaws, shall have such authority and

perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 9Absence or Disability of Officers.  In the case of the absence or disability of any

officer of the corporation and of any person hereby authorized to act in such officer's place during such

officer's absence or disability, the board of directors may by resolution 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.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1Nature of Indemnity.  Each person who was or is made a party or is threatened to be

made a party to or is involved in any action, suit or proceeding, whether brought by or in the right of the

corporation or any of its subsidiaries and whether civil, criminal, administrative or investigative

(hereinafter a "proceeding"), or any appeal of such proceeding, by reason of or arising out of the fact that

such person, or any other person for whom such person is the legal representative, is or was a director or

officer of the corporation or is or was serving at the request of the corporation as a director, officer,

manager, general partner, employee, fiduciary, or agent of another corporation or of a partnership, limited

liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the

corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the

General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but,

in the case of any such amendment, only to the extent that such amendment permits the corporation to

provide broader indemnification rights than said law permitted the corporation to provide prior to such

amendment), against all expense, liability and loss (including attorneys' fees actually and reasonably

incurred by such person in connection with such proceeding) incurred by such person in connection with

such proceeding, and such indemnification shall inure to the benefit of his or her heirs, executors and

administrators; provided that, except as provided in Section 2 of this Article V, the corporation shall

indemnify any such person seeking indemnification in connection with a proceeding initiated by such

person only if such proceeding was authorized by the board of directors of the corporation.  The right to

indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5

hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such

proceeding in advance of its final disposition.  The corporation may, by action of its board of directors,

provide indemnification to employees and agents of the corporation with the same scope and effect as the

foregoing indemnification of directors and officers.  The corporation hereby acknowledges that certain

directors and officers affiliated with institutional investors (each, an "indemnitee") may have certain

rights to indemnification, advancement of expenses and/or insurance provided by such institutional

investors or certain of their affiliates (collectively, the "Institutional Indemnitors").  The corporation

hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the indemnitee are primary

and any obligation of the Institutional Indemnitors to advance expenses or to provide indemnification for

the same expenses or liabilities incurred by the indemnitee are secondary), (ii) that it shall be required to

advance the full amount of expenses incurred by the indemnitee in accordance with this Article V without

regard to any rights the indemnitee may have against the Institutional Indemnitors and (iii) that it

irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against

the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect

thereof.  The corporation further agrees that no advancement or payment by the Institutional Indemnitors

on behalf of an indemnitee with respect to any claim for which the indemnitee has sought indemnification

from the corporation shall affect the foregoing and the Institutional Indemnitors shall have a right of

contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of

recovery of the indemnitee against the corporation.

Section 2Procedure for Indemnification of Directors and Officers.  Any indemnification of a

director or officer of the corporation provided for under Section 1 of this Article V or advance of

expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within

thirty (30) days, upon the written request of the director or officer.  If a determination by the corporation

that the director or officer is entitled to indemnification pursuant to this Article V is required, and the

corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall

be deemed to have approved the request.  If the corporation wrongfully denies a written request for

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indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such

request is not properly made within thirty (30) days, the right to indemnification or advances as granted

by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. 

Such person's costs and expenses incurred in connection with successfully establishing his or her right to

indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It

shall be a defense to any such action (other than an action brought to enforce a claim for expenses

incurred in defending any proceeding in advance of its 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 General Corporation Law of the State of Delaware for the corporation to

indemnify the claimant for the amount claimed, but the burden of such defense shall be on the

corporation.  Neither the failure of the corporation (including its board of directors, independent legal

counsel, or its stockholders) to have made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances because he or she has met the applicable

standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual

determination by the corporation (including its board of directors, independent legal counsel, or its

stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the

action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3Article Not Exclusive.  The rights to indemnification and the payment of expenses

incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not

be exclusive of any other right which any person may have or hereafter acquire under any statute,

provision of the corporation's certificate of incorporation, by-law, agreement, vote of stockholders or

disinterested directors or otherwise.

Section 4Insurance.  The corporation may purchase and maintain insurance on its own behalf

and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of 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 other enterprise against any liability asserted

against him or her and incurred by him or her in any such capacity, whether or not the corporation would

have the power to indemnify such person against such liability under this Article V.

Section 5Expenses.  Expenses incurred by any person described in Section 1 of this Article V

in defending a proceeding shall be paid by the corporation in advance of such proceeding's final

disposition, unless otherwise determined by the board of directors in the specific case, upon receipt of an

undertaking by or on behalf of the director or officer or other person to repay such amount if it shall

ultimately be determined that such person is not entitled to be indemnified by the corporation.  Such

expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any,

as the board of directors deems appropriate.

Section 6Employees and Agents.  Persons who are not covered by the foregoing provisions of

this Article V and who are or were employees or agents of the corporation, or who are or were serving at

the request of the corporation as employees or agents of another corporation, partnership, joint venture,

trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at

any time or from time to time by the board of directors.

Section 7Contract Rights.  The provisions of this Article V shall be deemed to be a vested

contract right between the corporation and each director and officer who serves in any such capacity at

any time while this Article V and the relevant provisions of the General Corporation Law of the State of

Delaware or other applicable law are in effect.  Such contract right shall vest for each director and officer

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at the time such person is elected or appointed to such position, and no repeal or modification of this

Article V or any such law shall affect any such vested rights or obligations of any current or former

director or officer with respect to any state of facts or proceeding regardless of when occurring.

Section 8Merger or Consolidation.  For purposes of this Article V, references to "the

corporation" shall include, in addition to the resulting corporation, any constituent corporation (including

any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had

continued, would have had power and authority to indemnify its directors, officers, and employees or

agents, so that any person who is or was a director, officer, employee or agent of such constituent

corporation, or is or was serving at the request of such constituent corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand

in the same position under this Article V with respect to the resulting or surviving corporation as he or she

would have with respect to such constituent corporation if its separate existence had continued.

Section 9Exculpation.  The directors of the corporation and each of their respective affiliates

shall, to the fullest extent permitted by Section 102(b)(7) of the General Corporation Law of the State of

Delaware, be exculpated from any liability to the corporation or its stockholders arising out of the

operation of the corporation or any actions in their capacity as directors of the corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1Form.  The shares of stock of the corporation shall be represented by certificates;

provided that the board of directors may provide by resolution or resolutions that some or all of any or all

classes or series of the corporation's stock shall be uncertificated shares.  Any such resolution shall not

apply to shares represented by a certificate until such certificate is surrendered to the corporation. 

Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock

represented by certificates shall be entitled to have a certificate signed by, or in the name of the

corporation by the chief executive officer, the president or vice president, and by the treasurer, an

assistant treasurer, the secretary, an assistant secretary or any two (2) authorized officers of the

corporation representing the number of shares registered in certificate form; provided, however, that,

where any such certificate is signed (a) by a transfer agent or an assistant transfer agent, or (b) by a

transfer clerk acting on behalf of the corporation and a registrar, if the board of directors shall by

resolution so authorize, the signature of such chief executive officer, president, vice president, treasurer,

secretary, assistant treasurer, assistant secretary or any two (2) authorized officers may be facsimiles

thereof.  In case any officer or officers of the corporation who shall have signed, or whose facsimile

signature or signatures shall have been used on, any such certificate shall cease to be such officer or

officers, whether by reason of death, resignation or otherwise, before such certificate shall have been

delivered by the corporation, such certificate may nevertheless be adopted by the corporation and be

issued and delivered as though the person or persons who signed such certificate, or whose facsimile

signature or signatures shall have been affixed thereto, had not ceased to be such officer or officers.

Section 2Lost Certificates.  The board of directors may direct a new certificate or certificates

to be issued in place of any certificate or certificates previously 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 his or her legal

representative, to give the corporation a bond sufficient to indemnify the corporation against any claim

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that may be made against the corporation on account of the loss, theft or destruction of any such

certificate or the issuance of such new certificate.

Section 3Fixing a Record Date for Stockholder Meetings.  In order that the corporation may

determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any

adjournment thereof, the board of directors may fix a record date, which record date shall not precede the

date upon which the resolution fixing the record date is adopted by the board of directors, and which

record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no

record date is fixed by the board of directors, the record date for determining stockholders entitled to

notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding

the day on which notice is given, or if notice is waived, at the close of business on the day next preceding

the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to

vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the board

of directors may fix a new record date for the adjourned meeting.

Section 4Fixing a Record Date for Action by Written Consent.  In order that the corporation

may determine the stockholders entitled to consent to corporate action in writing without a meeting, the

board of directors may fix a record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the board of directors, and which date shall not be more

than ten days after the date upon which the resolution fixing the record date is adopted by the board of

directors.  If no record date has been fixed by the board of directors, the record date for determining

stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by

the board of directors is required by statute, shall be the first date on which a signed written consent

setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its

registered office in the State of Delaware, its principal place of business, or an officer or agent of the

corporation having custody of the book in which proceedings of meetings of stockholders are recorded. 

Delivery made to the corporation's registered office shall be by hand or by certified or registered mail,

return receipt requested.  If no record date has been fixed by the board of directors and prior action by the

board of directors is required by statute, the record date for determining stockholders entitled to consent

to corporate action in writing without a meeting shall be at the close of business on the day on which the

board of directors adopts the resolution taking such prior action.

Section 5Fixing a Record Date for Other Purposes.  In order that the corporation may

determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or

exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record

date, which record date shall not precede the date upon which the resolution fixing the record date is

adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is

fixed, the record date for determining stockholders for any such purpose shall be at the close of business

on the day on which the board of directors adopts the resolution relating thereto.

Section 6Registered Stockholders.  Prior to the surrender to the corporation of the certificate or

certificates for a share or shares of stock with a request to record the transfer of such share or shares, the

corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive

notifications, and otherwise to exercise all the rights and powers of an owner.  The corporation 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; provided, that, notwithstanding

the foregoing, the stock of the corporation may be pledged to any lender, lenders or an agent for lenders

(each individually and collectively, a "Secured Lender Party") as collateral for the indebtedness, liabilities

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and obligations of the corporation and/or any of its subsidiaries to such Secured Lender Party, any such

pledged stock shall be subject to such Secured Lender Party's rights under any collateral documentation

governing or pertaining to such pledge and the corporation shall recognize any claim to or interest in any

such pledged stock or in favor of such Secured Lender Party.

Section 7Subscriptions for Stock.  Unless otherwise provided for in the subscription

agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such

times, as shall be determined by the board of directors.  Any call made by the board of directors for

payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same

series.  In case of default in the payment of any installment or call when such payment is due, the

corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1Dividends.  Dividends upon the capital stock of the corporation, subject to the

provisions of the corporation's certificate of incorporation, if any, may be declared by the board of

directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property,

or in shares of the capital stock, subject to the provisions of the corporation's certificate of incorporation. 

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 any other purpose and the directors may modify or abolish any such

reserve in the manner in which it was created. 

Section 2Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of

money by or to the corporation and all notes and other evidences of indebtedness issued in the name of

the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such

manner, as shall be determined by resolution of the board of directors or a duly authorized committee

thereof.

Section 3Contracts.  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 any instrument in the

name of and on behalf of the corporation, and such authority may be general or confined to specific

instances.

Section 4Loans.  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 to benefit 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 section contained shall be deemed to deny, limit or restrict the

powers of guaranty or warranty of the corporation at common law or under any statute. 

Section 5Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the

board of directors. 

Section 6Corporate Seal.  The board of directors shall provide a corporate seal which shall be

in the form of a circle and shall have inscribed thereon the name of the corporation and the words

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"Corporate Seal, Delaware".  The seal may be used by causing it or a facsimile thereof to be impressed or

affixed or reproduced or otherwise.

Section 7Voting Securities Owned By Corporation.  Voting securities in any other corporation

or other entity (such as a limited liability company, limited partnership or trust) held by the corporation

shall be voted as directed by the president, unless the board of directors specifically confers authority to

vote with respect thereto, which authority may be general or confined to specific instances, upon some

other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies,

with general power of substitution. 

Section 8Inspection of Books and Records.  Any stockholder of record, in person or by

attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right

during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list

of its stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper

purpose shall mean any purpose reasonably related to such person's interest as a stockholder.  In every

instance where an attorney or other agent shall be the person who seeks the right to inspection, the

demand under oath shall be accompanied by a power of attorney or such other writing which authorizes

the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be

directed to the corporation at its registered office in the State of Delaware or at its principal place of

business.

Section 9Exclusive Jurisdiction.  Unless otherwise waived by resolution of the board of

directors, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any

derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of

breach of a fiduciary duty owed by any director or officer of the corporation to the corporation or the

corporation's stockholders, (iii) any action asserting a claim against the corporation arising pursuant to

any provision of the General Corporation Law of the State of Delaware or the corporation's certificate of

incorporation or bylaws or (iv) any action asserting a claim against the corporation governed by the

internal affairs doctrine.

Section 10Section Headings.  Section headings in these bylaws are for convenience of reference

only and shall not be given any substantive effect in limiting or otherwise construing any provision

herein.

Section 11Inconsistent Provisions.  In the event that any provision of these bylaws is or

becomes inconsistent with any provision of the corporation's certificate of incorporation, the General

Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall

not be given any effect to the extent of such inconsistency but shall otherwise be given full force and

effect.

ARTICLE VIII

AMENDMENTS

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of

the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the

bylaws has been conferred upon the board of directors shall not divest the stockholders of the same

powers.

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