<SEC-DOCUMENT>0001299933-16-002374.txt : 20160503
<SEC-HEADER>0001299933-16-002374.hdr.sgml : 20160503
<ACCEPTANCE-DATETIME>20160502204026
ACCESSION NUMBER:		0001299933-16-002374
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160502
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
FILED AS OF DATE:		20160503
DATE AS OF CHANGE:		20160502

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STEMCELLS INC
		CENTRAL INDEX KEY:			0000883975
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				943078125
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19871
		FILM NUMBER:		161613345

	BUSINESS ADDRESS:	
		STREET 1:		3155 PORTER DRIVE
		STREET 2:		.
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94304
		BUSINESS PHONE:		6504753100

	MAIL ADDRESS:	
		STREET 1:		3155 PORTER DRIVE
		STREET 2:		.
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94304

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CYTOTHERAPEUTICS INC/DE
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_53436.htm
<DESCRIPTION>LIVE FILING
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<TITLE> StemCells, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	May 2, 2016
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	StemCells, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	000-19871
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	94-3078125
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	7707 Gateway Blvd, Suite 140, Newark, California
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	&nbsp;
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	94560
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	510.456.4000
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective May 2, 2016, the Board of Directors of StemCells, Inc. (the "Company") unanimously approved an amendment to the Company's Amended and Restated By-laws to remove certain provisions concerning intra-partes disputes adopted by the Company in 2015. The full text of the Company's Amended and Restated By-laws, as revised, is attached hereto as Exhibit 3(ii).
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	StemCells, Inc.
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	&nbsp;&nbsp;
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<I>
	May 2, 2016
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<I>
	By:
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	&nbsp;
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<I>
	Kenneth Stratton
</I>
<BR>
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	&nbsp;
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<I>
	Name: Kenneth Stratton
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	Title: General Counsel
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	3.(ii)
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Amended and Restated By-laws of StemCells, Inc.
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<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3.(II)
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<TITLE> EX-3.(ii) </TITLE>
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">AMENDED AND RESTATED BY-LAWS</FONT>



<P align="center" style="font-size: 12pt">OF



<P align="center" style="font-size: 12pt">STEMCELLS, INC.



<P align="center" style="font-size: 12pt">Section&nbsp;1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS



<P align="left" style="font-size: 12pt; text-indent: 4%">1.1. These by-laws are subject to the certificate of incorporation of the corporation. In
these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the
provisions of the certificate of incorporation and the by-laws as from time to time in effect.


<P align="center" style="font-size: 12pt">Section&nbsp;2. STOCKHOLDERS



<P align="left" style="font-size: 12pt; text-indent: 4%">2.1.&nbsp;&nbsp;<U>Annual Meeting</U>.&nbsp;&nbsp;The annual meeting of stockholders shall be held at 10:00&nbsp;a.m.
on the second Tuesday in May in each year, unless that day be a legal holiday at the place where
the meeting is to be held, in which case the meeting shall be held at the same hour on the next
succeeding day not a legal holiday, or at such other date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting, at which the
stockholders shall elect members of the board of directors and transact such other business as may
be required by law or these by-laws or as may properly come before the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.2.&nbsp;&nbsp;<U>Special Meetings</U>.&nbsp;&nbsp;A special meeting of the stockholders may be called at any
time by the chairman of the board, if any, the president or the board of directors. A special
meeting of the stockholders shall be called by the secretary, or in the case of the death, absence,
incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon
application of a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of
the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.3.&nbsp;&nbsp;<U>Place of Meeting</U>.&nbsp;&nbsp;All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within or without the State of
Delaware as may be determined from time to time by the president, the board of directors or such
other persons as may be authorized by the board of directors. Any adjourned session of any meeting
of the stockholders shall be held at the place designated at the time of adjournment.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.4.&nbsp;&nbsp;<U>Notice of Meetings</U>.&nbsp;&nbsp;Except as otherwise provided by law, a written notice of
each meeting of stockholders stating the place, day and hour thereof and, in the case of a special
meeting, the purposes for which the meeting is called, shall be given not less than ten nor more
than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each
stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to
notice, by leaving such notice with him or at his residence or usual place of business, or by
depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation. Business transacted at any special
meeting shall be limited to the purpose or purposes thereof stated in the notice of such meeting.
Such notice shall be given by the secretary, or by an officer or person designated by the board of
directors, or in the case of a special meeting by the secretary or the officer calling the meeting.
As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need
not be given if the time and place thereof are announced at the meeting at which the adjournment
was taken except that if the adjournment is for more than thirty days or if after the adjournment a
new record date is set for the adjourned session, notice of any such adjourned session of the
meeting shall be given in the manner heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of
notice, executed before or after the meeting or such adjourned session by such stockholder, is
filed with the records of the meeting or if the stockholder attends such meeting without objecting
at the beginning of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders or any adjourned session thereof need be specified in any written
waiver of notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.5.&nbsp;&nbsp;<U>Quorum of Stockholders</U>.&nbsp;&nbsp;At any meeting of the stockholders a quorum as to any
matter shall consist of a majority of the votes entitled to be cast on the matter, except where a
larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any
meeting may be adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present. If a quorum is present at an original meeting, a
quorum need not be present at an adjourned session of that meeting. Shares of its own stock
belonging to the corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.6.&nbsp;&nbsp;<U>Action by Vote</U>.&nbsp;&nbsp;When a quorum is present at any meeting, a plurality of the
votes properly cast for election to any office shall elect to such office and a majority of the
votes properly cast upon any question other than an election to an office shall decide the
question, except when a larger vote is required by law, by the certificate of incorporation or by
these by-laws. No ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.7.&nbsp;&nbsp;<U>Action without Meetings</U>.&nbsp;&nbsp;Unless otherwise provided in the certificate of
incorporation and except as otherwise provided herein, any action required or permitted to be taken
by stockholders for or in connection with any corporate action 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, 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 Delaware by hand or certified or registered
mail, return receipt requested, to 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. Each such written consent shall bear the date of signature of each stockholder who signs
the consent. No written consent shall be effective to take the corporate action referred to
therein unless written consents signed by a number of stockholders sufficient to take such action
are delivered to the corporation in the manner specified in this paragraph within sixty days of the
earliest dated consent so delivered.


<P align="left" style="font-size: 12pt; text-indent: 4%">If action is taken by consent of stockholders and in accordance with the foregoing, there
shall be filed with the records of the meetings of stockholders the writing or writings comprising
such consent.


<P align="left" style="font-size: 12pt; text-indent: 4%">If action is taken by less than unanimous consent of stockholders, prompt notice of the taking
of such action without a meeting shall be given to those who have not consented in writing and a
certificate signed and attested to by the secretary that such notice was given shall be filed with
the records of the meetings of stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">In the event that the action which is consented to is such as would have required the filing
of a certificate under any provision of the General Corporation Law of the State of Delaware, if
such action had been voted upon by the stockholders at a meeting thereof, the certificate filed
under such provision shall state, in lieu of any statement required by such provision concerning a
vote of stockholders, that written consent has been given under Section&nbsp;228 of said General
Corporation Law and that written notice has been given as provided in such Section&nbsp;228.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.8. <U>No Action by Writing</U>. Notwithstanding Section&nbsp;2.7 of these by-laws, if at any
time this corporation shall have a class of stock registered pursuant to the provisions of the
Securities Exchange Act of 1934 (the &#147;Securities Exchange Act&#148;), and for so long as such class is
so registered, any action which is required to be taken at any annual or special meeting of the
stockholders or which may be taken at such a meeting may be taken only by vote at such a meeting,
and not by a written consent or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.9.&nbsp;&nbsp;<U>Proxy Representation</U>.&nbsp;&nbsp;Every stockholder may authorize another person or persons
to act for him by proxy in all matters in which a stockholder is entitled to participate, whether
by waiving notice of any meeting, objecting to or voting or participating at a meeting, or
expressing consent or dissent without a meeting. The delivery of a proxy on behalf of a
stockholder consistent with telephonic or electronically transmitted instructions obtained pursuant
to procedures of the corporation reasonably designed to verify that such instructions have been
authorized by such stockholder shall constitute execution and delivery of the proxy by or on behalf
of the stockholder. No proxy shall be voted or acted upon after three years from its date unless
such 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. The authorization of a proxy may be, but need not be, limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting or meetings of
stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.10.&nbsp;&nbsp;<U>Inspectors</U>.&nbsp;&nbsp;The directors or the person presiding at the meeting shall appoint
one or more inspectors of election and any substitute inspectors to act at the meeting or any
adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the result, determine
and retain for a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, certify their determination of the number of shares represented at
the meeting, and their count of all votes and ballots, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. The inspectors may appoint and retain
other persons or entities to assist the inspectors in the performance of the duties of the
inspectors. On request of the person presiding at the meeting, the inspectors shall make a report
in writing of any challenge, question or matter determined by them and execute a certificate of any
fact found by them.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.11.&nbsp;&nbsp;<U>List of Stockholders</U>.&nbsp;&nbsp;The secretary shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order and showing the address of each stockholder and the number
of shares registered in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at such meeting.


<P align="center" style="font-size: 12pt">Section&nbsp;3. BOARD OF DIRECTORS



<P align="left" style="font-size: 12pt; text-indent: 4%">3.1.&nbsp;&nbsp;<U>Number</U>. Except as otherwise provided in this Section&nbsp;3.1, the number of
directors which shall constitute the whole board shall not be less than three nor more than seven
in number. Thereafter, within the foregoing limits, the stockholders at the annual meeting shall
determine the number of directors and shall elect the number of directors as determined. Within
the foregoing limits, the number of directors may be increased at any time or from time to time by
the stockholders or by the directors by vote of a majority of the directors then in office. The
number of directors may be decreased to any number permitted by the foregoing at any time either by
the stockholders or by the directors by vote of a majority of the directors then in office, but
only to eliminate vacancies existing by reason of the death, resignation or removal of one or more
directors. Directors need not be stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">Nothwithstanding the foregoing, if at any time this corporation shall have a class of stock
registered pursuant to the provisions of the Securities Exchange Act, and for so long as such class
is so registered, the following provisions shall govern the number and election of directors. The
number of directors which shall constitute the whole board shall not be less than three nor more
than fifteen in number. Thereafter, within the foregoing limits, the number of directors shall be
fixed by resolution of the board of directors. Within the foregoing limits, the number of
directors may be increased at any time or from time to time by the directors by vote of a majority
of the directors then in office. The number of directors may be decreased to any number permitted
by the foregoing at any time by the directors by vote of a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death, resignation or removal of
one or more directors. Directors need not be stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">The directors, other than those who may be elected by the holders of any class or series of
preferred stock voting separately by class or series, shall be classified, with respect to the
duration of the term for which they severally hold office, into three classes, designated Class&nbsp;I,
Class&nbsp;II, and Class&nbsp;III, which shall be as nearly equal in number as possible and as provided by
resolution of the board of directors. Each initial director in Class&nbsp;I shall hold office for a
term expiring at the first annual meeting of stockholders; each initial director of Class&nbsp;II shall
hold office for a term expiring at the second annual meeting of stockholders; and each initial
director of Class&nbsp;III shall hold office for a term expiring at the third annual meeting of
stockholders. The initial membership of each class shall be determined by vote of a majority of
the directors then in office. Each director shall serve until his successor is duly elected and
qualified or until his earlier death, resignation, removal or disqualification. At each annual
meeting of stockholders, the stockholders shall elect the successors to the class of directors
whose term expires at that meeting to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election and until their successors
have been duly elected and qualified or until their earlier death, resignation, removal or
disqualification.


<P align="left" style="font-size: 12pt; text-indent: 4%">The board of directors shall increase or decrease the number of directors in one or more
classes as may be appropriate whenever it increases or decreases the number of directors pursuant
to this Section&nbsp;3.1, in order to ensure that the three classes shall be as nearly equal in number
as possible.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.2. <U>Notification of Nominations</U>. Subject to the rights of the holders of any class
or series of preferred stock voting separately by class or series, nominations for the election of
directors may be made by the board of directors or by any stockholder entitled to vote for the
election of directors as specified in this Section&nbsp;3.2. A stockholder entitled to vote for the
election of directors at a meeting may nominate persons for election as directors by giving timely
notice thereof in proper written form to the secretary accompanied by a petition signed by at least
100 record holders of capital stock of the corporation which shows the class and number of shares
held by each person and which represent in the aggregate 1% or more of the outstanding shares
entitled to vote in the election of directors. To be timely, notice shall be delivered to or
mailed and received at the principal executive offices not less than 60&nbsp;days nor more than 90&nbsp;days
prior to the meeting; provided, however, that in the event that less than 70&nbsp;days&#146; notice or prior
public disclosure of the date of the meeting is given or made to the stockholders, to be timely,
notice by the stockholder must be received at the principal executive offices not later than the
close of business on the tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. To be in proper written form, a
stockholder&#146;s notice shall set forth in writing (i)&nbsp;as to each person whom the stockholder proposes
to nominate for election or reelection as a director, all information relating to such person that
is required to be disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation&nbsp;14A under the Securities Exchange Act of 1934, as
amended, including, without limitation, such person&#146;s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected and (ii)&nbsp;as to the stockholder
giving the notice (x)&nbsp;the name and address, as they appear on the corporation&#146;s books, of such
stockholder and (y)&nbsp;the class and number of shares or the corporation which are beneficially owned
by such stockholder. At the request of the board of directors, any person nominated by the board
of directors for election as a director shall furnish to the secretary the information required to
be set forth in a stockholder&#146;s notice of nomination which pertains to the nominee. In the event
that a stockholder seeks to nominate one or more directors, the secretary shall appoint one or more
inspectors to determine whether a stockholder has complied with this Section&nbsp;3.2. If the
inspectors shall determine that a stockholder has not complied with this Section&nbsp;3.2, the
inspectors shall direct the chairman of the meeting to declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the by-laws, and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.3.&nbsp;&nbsp;<U>Powers</U>.&nbsp;&nbsp;The business and affairs of the corporation shall be managed by or
under the direction of the board of directors who shall have and may exercise all the powers of the
corporation and do all such lawful acts and things as are not by law, the certificate of
incorporation or these by-laws directed or required to be exercised or done by the stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.4.&nbsp;&nbsp;<U>Vacancies</U>.&nbsp;&nbsp;Vacancies and any newly created directorships resulting from any
increase in the number of directors shall be filled only by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. Stockholders shall have no
power to fill any vacancies or newly created directorships. When one or more directors shall
resign from the board, effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations shall become
effective. The directors shall have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number of directors required for a
quorum or for any vote or other actions.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.5.&nbsp;&nbsp;<U>Committees</U>.&nbsp;&nbsp;The board of directors may, by vote of a majority of the whole
board, (a)&nbsp;designate, change the membership of or terminate the existence of any committee or
committees, each committee to consist of one or more of the directors; (b)&nbsp;designate one or more
directors as alternate members of any such committee who may replace any absent or disqualified
member at any meeting of the committee; and (c)&nbsp;determine the extent to which each such committee
shall have and may exercise the powers of the board of directors in the management of the business
and affairs of the corporation, including the power to authorize the seal of the corporation to be
affixed to all papers which require it and the power and authority to declare dividends or to
authorize the issuance of stock; excepting, however, such powers which by law, by the certificate
of incorporation or by these by-laws they are prohibited from so delegating. In the absence or
disqualification of any member of such committee and his alternate, if any, the member or members
thereof present at any meeting and not disqualified from voting, whether or not constituting 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. Except as the board of directors may
otherwise determine, any committee may make rules for the conduct of its business, but unless
otherwise provided by the board or such rules, its business shall be conducted as nearly as may be
in the same manner as is provided by these by-laws for the conduct of business by the board of
directors. Each committee shall keep regular minutes of its meetings and report the same to the
board of directors upon request.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.6.&nbsp;&nbsp;<U>Regular Meetings</U>.&nbsp;&nbsp;Regular meetings of the board of directors may be held
without call or notice at such places within or without the State of Delaware and at such times as
the board may from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same place as the annual
meeting of stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.7.&nbsp;&nbsp;<U>Special Meetings</U>.&nbsp;&nbsp;Special meetings of the board of directors may be held at any
time and at any place within or without the State of Delaware designated in the notice of the
meeting, when called by the chairman of the board, if any, the president, or by one-third or more
in number of the directors, reasonable notice thereof being given to each director by the secretary
or by the chairman of the board, if any, the president or any one of the directors calling the
meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.8.&nbsp;&nbsp;<U>Notice</U>.&nbsp;&nbsp;It shall be reasonable and sufficient notice to a director to send
notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the
meeting addressed to him at his usual or last known business or residence address or to give notice
to him in person or by telephone, facsimile transmission or electronic transmission at least
twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a
written waiver of notice, executed by him before or after the meeting, is filed with the records of
the meeting, or to any director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.9.&nbsp;&nbsp;<U>Quorum</U>.&nbsp;&nbsp;Except as may be otherwise provided by law, by the certificate of
incorporation or by these by-laws, at any meeting of the directors a majority of the directors then
in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the
total number of directors constituting the whole board. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.10.&nbsp;&nbsp;<U>Action by Vote</U>.&nbsp;&nbsp;Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a
majority of the directors present shall be the act of the board of directors.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.11.&nbsp;&nbsp;<U>Action Without a Meeting</U>.&nbsp;&nbsp;Any action required or permitted to be taken at any
meeting of the board of directors or a committee thereof may be taken without a meeting if all the
members of the board or of such committee, as the case may be, consent thereto in writing or by
electronic transmission, and such writing or writings or electronic transmission or transmissions
are filed with the records of the meetings of the board or of such committee. Such consent shall
be treated for all purposes as the act of the board or of such committee, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.12.&nbsp;&nbsp;<U>Participation in Meetings by Conference Telephone</U>.&nbsp;&nbsp;Members of the board of
directors, or any committee designated by such board, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other or by any other means permitted by
law. Such participation shall constitute presence in person at such meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.13.&nbsp;&nbsp;<U>Compensation</U>.&nbsp;&nbsp;In the discretion of the board of directors, each director may
be paid such fees for his services as director and be reimbursed for his reasonable expenses
incurred in the performance of his duties as director as the board of directors from time to time
may determine. Nothing contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable compensation therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.14.&nbsp;&nbsp;<U>Interested Directors and Officers</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;No contract or transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership, association, or other
organization in which one or more of the corporation&#146;s directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors be less than a
quorum; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the stockholders; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;The contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee thereof, or the
stockholders.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Common or interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which authorizes the contract or transaction.


<P align="center" style="font-size: 12pt">Section&nbsp;4. OFFICERS AND AGENTS



<P align="left" style="font-size: 12pt; text-indent: 4%">4.1.&nbsp;&nbsp;<U>Enumeration; Qualification</U>.&nbsp;&nbsp;The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the board of directors from
time to time may in its discretion elect or appoint including without limitation a chairman of the
board, one or more vice presidents and a controller. The corporation may also have such agents, if
any, as the board of directors from time to time may in its discretion choose. Any officer may be
but none need be a director or stockholder. Any two or more offices may be held by the same
person. Any officer may be required by the board of directors to secure the faithful performance
of his duties to the corporation by giving bond in such amount and with sureties or otherwise as
the board of directors may determine.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.2.&nbsp;&nbsp;<U>Powers</U>.&nbsp;&nbsp;Subject to law, to the certificate of incorporation and to the other
provisions of these by-laws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his office and such additional duties
and powers as the board of directors may from time to time designate.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.3.&nbsp;&nbsp;<U>Election</U>.&nbsp;&nbsp;The officers may be elected by the board of directors at their first
meeting following the annual meeting of the stockholders or at any other time. At any time or from
time to time the directors may delegate to any officer their power to elect or appoint any other
officer or any agents.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.4.&nbsp;&nbsp;<U>Tenure</U>.&nbsp;&nbsp;Each officer shall hold office until the first meeting of the board of
directors following the next annual meeting of the stockholders and until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the terms of his
election or appointment, or in each case until he sooner dies, resigns, is removed or becomes
disqualified. Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent appointive power.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.5.&nbsp;&nbsp;<U>Chairman of the Board of Directors, President and Vice President</U>.&nbsp;&nbsp;The chairman
of the board, if any, shall have such duties and powers as shall be designated from time to time by
the board of directors. Unless the board of directors otherwise specifies, the chairman of the
board, or if there is none the chief executive officer, shall preside, or designate the person who
shall preside, at all meetings of the stockholders and of the board of directors.


<P align="left" style="font-size: 12pt; text-indent: 4%">Unless the board of directors otherwise specifies, the president shall be the chief executive
officer and shall have direct charge of all business operations of the corporation and, subject to
the control of the directors, shall have general charge and supervision of the business of the
corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any vice presidents shall have such duties and powers as shall be set forth in these by-laws
or as shall be designated from time to time by the board of directors or by the president.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.6.&nbsp;&nbsp;<U>Treasurer and Assistant Treasurers</U>.&nbsp;&nbsp;Unless the board of directors otherwise
specifies, the treasurer shall be the chief financial officer of the corporation and shall be in
charge of its funds and valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the president. If no controller is
elected, the treasurer shall, unless the board of directors otherwise specifies, also have the
duties and powers of the controller.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any assistant treasurers shall have such duties and powers as shall be designated from time to
time by the board of directors, the president or the treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.7.&nbsp;&nbsp;<U>Controller and Assistant Controllers</U>.&nbsp;&nbsp;If a controller is elected, he shall,
unless the board of directors otherwise specifies, be the chief accounting officer of the
corporation and be in charge of its books of account and accounting records, and of its accounting
procedures. He shall have such other duties and powers as may be designated from time to time by
the board of directors, the president or the treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any assistant controller shall have such duties and powers as shall be designated from time to
time by the board of directors, the president, the treasurer or the controller.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.8.&nbsp;&nbsp;<U>Secretary and Assistant Secretaries</U>.&nbsp;&nbsp;The secretary shall record all proceedings
of the stockholders, of the board of directors and of committees of the board of directors in a
book or series of books to be kept therefor and shall file therein all actions by written consent
of stockholders or directors. In the absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall
record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall
keep or cause to be kept the stock and transfer records of the corporation, which shall contain the
names and record addresses of all stockholders and the number of shares registered in the name of
each stockholder. He shall have such other duties and powers as may from time to time be
designated by the board of directors or the president.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any assistant secretaries shall have such duties and powers as shall be designated from time
to time by the board of directors, the president or the secretary.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.9. <U>Action with Respect to Securities of Other Corporations</U>. Unless otherwise
directed by the Board of Directors, the Chief Executive Officer, the President or any officer of
the corporation authorized by the Board of Directors shall have power to vote and otherwise act on
behalf of the corporation, in person or by proxy, at any meeting of stockholders of, or with
respect to any action of stockholders of, any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this corporation may
possess by reason of its ownership of securities in such other corporation.


<P align="center" style="font-size: 12pt">Section&nbsp;5. RESIGNATIONS AND REMOVALS



<P align="left" style="font-size: 12pt; text-indent: 4%">Any director or officer may resign at any time by delivering his resignation in writing to the
chairman of the board, if any, the president, or the secretary or to a meeting of the board of
directors. Such resignation shall be effective upon receipt unless specified to be effective at
some other time, and without in either case the necessity of its being accepted unless the
resignation shall so state. Except as otherwise provided in the certificate of incorporation or
these by-laws relating to the rights of the holders of any class or series of preferred stock,
voting separately by class or series, to elect directors under specified circumstances, any
director or directors may be removed from office at any time, but only for cause and only by the
affirmative vote, at any regular meeting or special meeting of the stockholders, of not less than
80% of the total number of votes of the then outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a single class, but
only if notice of such proposal was contained in the notice of such meeting. Any vacancy in the
board of directors resulting from any such removal shall be filled only by vote of a majority of
the directors then in office, although less than a quorum, and any director or directors so chosen
shall hold office until the next election of the class for which such directors shall have been
chosen and until their successors shall be elected and qualified or until their earlier death,
resignation or removal. The board of directors may at any time remove any officer either with or
without cause. The board of directors may at any time terminate or modify the authority of any
agent. No director or officer resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the corporation) no director or
officer removed shall have any right to any compensation as such director or officer for any period
following his resignation or removal, or any right to damages on account of such removal, whether
his compensation be by the month or by the year or otherwise; unless, in the case of a resignation,
the directors, or, in the case of removal, the body acting on the removal, shall in their or its
discretion provide for compensation.


<P align="center" style="font-size: 12pt">Section&nbsp;6. VACANCIES



<P align="left" style="font-size: 12pt; text-indent: 4%">If the office of the president or the treasurer or the secretary becomes vacant, the directors
may elect a successor by vote of a majority of the directors then in office. If the office of any
other officer becomes vacant, any person or body empowered to elect or appoint that officer may
choose a successor. Each such successor shall hold office for the unexpired term, and in the case
of the president, the treasurer and the secretary until his successor is chosen and qualified or in
each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a
directorship shall be filled as specified in Section&nbsp;3.4 of these by-laws.


<P align="center" style="font-size: 12pt">Section&nbsp;7. CAPITAL STOCK



<P align="left" style="font-size: 12pt; text-indent: 4%">7.1.&nbsp;&nbsp;<U>Stock Certificates</U>.&nbsp;&nbsp;Each stockholder shall be entitled to a certificate stating
the number and the class and the designation of the series, if any, of the shares held by him, in
such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be
prescribed from time to time by the board of directors. Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all
the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such officer, transfer agent,
or registrar at the time of its issue.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.2.&nbsp;&nbsp;<U>Loss of Certificates</U>.&nbsp;&nbsp;In the case of the alleged theft, loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon
such terms, including receipt of a bond sufficient to indemnify the corporation against any claim
on account thereof, as the board of directors may prescribe.


<P align="center" style="font-size: 12pt">Section&nbsp;8. TRANSFER OF SHARES OF STOCK



<P align="left" style="font-size: 12pt; text-indent: 4%">8.1.&nbsp;&nbsp;<U>Transfer on Books</U>.&nbsp;&nbsp;Subject to the restrictions, if any, stated or noted on the
stock certificate, shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature as the board of
directors or the transfer agent of the corporation may reasonably require. Except as may be
otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation
shall be entitled to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to receive notice and to
vote or to give any consent with respect thereto and to be held liable for such calls and
assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other
disposition of such stock until the shares have been properly transferred on the books of the
corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">It shall be the duty of each stockholder to notify the corporation of his post office address.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.2.&nbsp;&nbsp;<U>Record Date and Closing Transfer Books</U>.&nbsp;&nbsp;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 such record date is fixed by the board of directors, the record date
for determining the stockholders entitled to notice of, or to vote at, a meeting of stockholders
shall be at the close of business on the day next 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, however, that the
board of directors may fix a new record date for the adjourned meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">In order that the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or 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 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 payment, exercise or other action. If no such 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.


<P align="center" style="font-size: 12pt">Section&nbsp;9. CORPORATE SEAL



<P align="left" style="font-size: 12pt; text-indent: 4%">9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a
flat-faced circular die with the word &#147;Delaware&#148; and the name of the corporation cut or engraved
thereon, together with such other words, dates or images as may be approved from time to time by
the directors.


<P align="center" style="font-size: 12pt">Section&nbsp;10. EXECUTION OF PAPERS



<P align="left" style="font-size: 12pt; text-indent: 4%">10.1. <U>Authority to Sign</U>. Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed
by the corporation shall be signed by the chairman of the board, if any, the chief executive
officer, president, a vice president, the corporate secretary, or the treasurer.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.2. <U>Electronic Records</U>. Any records maintained by the corporation in the regular
course of its business, including its stock ledger, books of account, and minute books, may be kept
on, or by means of, or be in the form of, any storage device or method, provided that records so
kept can be converted into clearly legible paper form within a reasonable time.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.3. <U>Electronic Signatures</U>. In addition to the provisions for use of facsimile
and/or electronic signatures elsewhere specifically authorized in these by-laws, both facsimile and
electronic signatures of any officer or officers of the corporation may be used whenever and as
authorized by the Board of Directors or a committee thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.4. <U>Official Records</U>. Each director, each member of any committee designated by
the Board of Directors, and each officer of the corporation shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the books of account or other records of
the corporation and upon such information, opinions, reports or statements presented to the
corporation by any of its officers or employees, or committees of the Board of Directors so
designated, or by any other person as to matters which such director or committee member reasonably
believes are within such other person&#146;s professional or expert competence and who has been selected
with reasonable care by or on behalf of the corporation.


<P align="center" style="font-size: 12pt">Section&nbsp;11. INTRA-PARTY DISPUTES



<P align="left" style="font-size: 12pt; text-indent: 4%">11.1 <U>Forum</U>. Unless the corporation consents in writing to the selection of an
alternative forum, the sole and exclusive forum for (i)&nbsp;any derivative action or proceeding brought
on behalf of the corporation, (ii)&nbsp;any action asserting a claim of breach of a fiduciary duty owed
by any director, officer, employee, contractor, or affiliate of the corporation to the corporation
or to the corporation&#146;s stockholders, (iii)&nbsp;any action asserting a claim arising pursuant to any
provision of the Delaware General Corporation Law or pursuant to any other law applicable to the
corporation, or (iv)&nbsp;any action asserting a claim governed by the internal affairs doctrine (any
such action (i) &#150; (iv), above, an &#147;intra-partes action&#148;), shall be a state or federal court located
within the state of Delaware, in all cases subject to the court&#146;s having personal jurisdiction over
the indispensable parties named as defendants.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.2. <U>Consent</U>. Any person or entity purchasing or otherwise acquiring or holding any
interest in shares of capital stock of the corporation shall be deemed to have notice of, and to
have consented to, the provisions of these Amended and Restated By-laws.


<P align="center" style="font-size: 12pt">12. FISCAL YEAR



<P align="left" style="font-size: 12pt; text-indent: 4%">12.1. The fiscal year of the corporation shall end on the 31st of December.


<P align="center" style="font-size: 12pt">Section&nbsp;13. AMENDMENTS



<P align="left" style="font-size: 12pt; text-indent: 4%">13.1. These by-laws may be adopted, amended or repealed by vote of a majority of the
directors then in office or by vote of 80% of the stock outstanding and entitled to vote. Any
by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or
reinstated by the stockholders or the directors.



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