Contract analysis

Section 1.1 — Registered Office The registered office of the Corporation in the State of Delaware shall be located at the office of Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Corporation at such address shall be Capitol Statutory Services, Inc.

Section 1.2 — Principal Office The principal executive office of the Corporation shall be located at , unless and until changed by resolution of the Board of Directors. The Board of Directors may at any time, and from time to time, establish, relocate, or discontinue the principal office of the Corporation as the business, operations, and administrative needs of the Corporation may require.

Section 1.3 — Other Offices The Corporation may also maintain and operate such other offices, business locations, and places of operation, whether within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Article II — Meetings of Stockholders

Section 2.1 — Annual Meetings An annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place, if any, within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, the stockholders shall elect directors and transact such other business as may properly be

Section 2.2 — Special Meetings Special meetings of stockholders of the Corporation may be called only by (a) the Chairman of the Board, (b) the Chief Executive Officer,

Section 2.3 — Notice of Meetings Written notice of each meeting of stockholders shall state the place, if any, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of each meeting shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at su

Section 2.4 — Quorum Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person, or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders. If a quorum shall not be present or represented at any meeting of st

Section 2.5 — Voting Except as otherwise provided by the Certificate of Incorporation, these Bylaws, or applicable law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of common stock, standing in the name of such stockholder on the books of the Corporation on the applicable record date. All other matters properly brought before any meeting of stockholders

Section 2.6 — Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by law. Every proxy shall be filed with the Secretary of the Corporation or with such officer or agent of the Corporation as may be designated to receive proxies before or at the time of the meeting at which it is to be used.

Section 2.7 — Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for de

Section 2.8 — Action by Written Consent Subject to the Certificate of Incorporation and applicable law, any action required or permitted to be taken at any annual or special meeting of 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, shall be signed by the holders of outstanding stock having not less than th

Section 2.11 — Conduct of Meetings Meetings of stockholders shall be presided over by the Chairman of the Board or, in the Chairman's absence, by the , or, in the absence of both, by such other person as may be designated by the Board of Directors. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary's absence, the chairperson of the meeting may appoint any person to act as sec

Article III — Board of Directors

Section 3.1 — General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the DGCL or by the Certificate of Incorporation.

Section 3.2 — Number; Qualification; Term of Office Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances and subject further to the Certificate of Incorporation, the number of directors constituting the entire Board of Directors shall be Each director shall hold office until such director's successor shall have been duly elected and

Section 3.3 — Vacancies and Newly Created Directorships Subject to the rights, if any, of the holders of any series of preferred stock , any vacancy on the Board of Directors occurring for any reason, including because of death, resignation, retirement, disqualification, removal, or otherwise, and any newly created directorship resulting from any increase in the authorized number of directors, may be filled Any direc

Section 3.4 — Removal Subject to the rights of the holders of any series of preferred stock then outstanding and except as otherwise provided by the Certificate of Incorporation, any director or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of stock of the Corporatio

Section 3.5 — Resignation Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.6 — Regular Meetings Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as may from time to time be determined by the Board of Directors.

Section 3.7 — Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer. A notice, or waiver of notice, of a meeting of the Board of Directors need not specify the purpose of the meeting unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws.

Section 3.8 — Quorum Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time

Section 3.9 — Action by Written Consent Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed w

Section 3.10 — Meetings by Telephone or Other Communications Equipment Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.10 shall consti

Section 3.11 — Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors .

Article IV — Committees of the Board of Directors

Section 4.3 — Compensation Committee

Section 4.4 — Nominating and Corporate Governance Committee

Section 4.6 — Delegation of Authority

Section 5.1 — Officers Designated The officers of the Corporation shall include a Chairman of the Board, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint.

Section 5.2 — Election and Term of Office The officers of the Corporation shall be elected by the Board of Directors at such times and in such manner as the Board of Directors shall determine. Each officer shall hold office until such officer's successor shall have been duly elected or appointed and qualified, or until such officer's earlier death, resignation, or removal.

Section 5.3 — Removal Any officer of the Corporation may be removed, with or without cause, by the Board of Directors at any time.

Section 5.4 — Resignation Any officer may resign at any time by delivering written notice to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or if no time is specified, upon delivery thereof, and unless otherwise specified therein, the acceptance of such resignation shall not be n

Section 5.5 — Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.6 — Chairman of the Board The Chairman of the Board shall preside at all meetings of the Board of Directors and, except as otherwise provided in these Bylaws, at all meetings of the stockholders. The Chairman of the Board shall perform such other duties and have such other powers as may from time to time be assigned by the Board of Directors.

Section 5.8 — President The President shall have such duties and powers as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer.

Section 5.10 — Secretary The Secretary shall: 1. keep or cause to be kept the minutes of all meetings of the stockholders and of the Board of Directors and of committees of the Board of Directors in books or records provided for that purpose; 2. see that all notices are duly given in accordance with these Bylaws and as required by law; 3. be custodian of the corporate records and of the seal of the Corporation, if an

4. The Secretary shall perform all other duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.

Section 5.11 — Treasurer The Treasurer shall have custody of all funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the

Section 6.1 — Certificates; Uncertificated Shares The shares of stock of the Corporation Every holder of certificated shares shall be entitled to a certificate representing the number of shares registered in such holder's name on the books of the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the Vice Chairman of the Board, the President, or a V

Section 6.2 — Transfers of Stock Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation or by the transfer agent therefor, if any, by the holder of record thereof, by such holder's legal representative, or by such holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with the transfer agent. Transfers of

Section 6.3 — Lost, Stolen, or Destroyed Certificates The Corporation may issue a new certificate, in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed. The Board of Directors may, in its discretion and as a condition precedent to the issuance of any such new certificate , require the owner of the lost, stolen, or destroyed certificate, or such owne

Section 6.4 — Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or in order to make a determination of stockholders for any other lawful action, the Board of Directors shall fix a record date. Such record dat

Section 6.5 — Dividends Subject to applicable law and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and may be paid in cash, in property, or in shares of the Corporation's capital stock. Before payment of any dividend, there may be set aside out of any funds o

Section 6.6 — Registered Stockholders The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock for all purposes, including the right to receive dividends and notices, to vote as such owner, and to hold liable for calls and assessments, if any. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any

Article VII — Indemnification and Advancement of Expenses

Section 7.1 — Right to Indemnification

Section 7.2 — Prepayment of Expenses

Section 7.4 — Non-Exclusivity of Rights

Section 7.6 — Indemnification of Other Persons

Section 7.8 — Effect of Amendment