EXHIBIT 3.2

BYLAWS

OF

VYNLEADS, INC.

(a Delaware corporation)

ARTICLE I. OFFICES	4
SECTION 1.  REGISTERED OFFICE.	4
SECTION 2.  OTHER OFFICES.	4
ARTICLE II. MEETINGS OF STOCKHOLDERS	4
SECTION 1.PLACE OF MEETINGS	4
SECTION 2.ANNUAL MEETING.	4
SECTION 3.SPECIAL MEETINGS.	4
SECTION 4.NOTICE OF MEETINGS.	4
SECTION 5.  LIST OF STOCKHOLDERS.	5
SECTION 6.  QUORUM, ADJOURNMENTS.	5
SECTION 7.  ORGANIZATION.	6
SECTION 8.  ORDER OF BUSINESS.	6
SECTION 9.  VOTING.	6
SECTION 10.  REMOTE COMMUNICATION.	6
SECTION 11.  INSPECTORS.	7
SECTION 12.  ACTION BY CONSENT.	7
ARTICLE III. BOARD OF DIRECTORS	8
SECTION 1.  GENERAL POWERS.	8
SECTION 2.  NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE.	8
SECTION 3.  PLACE OF MEETINGS.	8
SECTION 4.  ANNUAL MEETING.	8
SECTION 5.  REGULAR MEETINGS.	8
SECTION 6.  SPECIAL MEETINGS	8
SECTION 7.  NOTICE OF MEETINGS.	9
SECTION 8.  WAIVER OF NOTICE.	9
SECTION 9.  QUORUM AND MANNER OF ACTING.	9
SECTION 10.  ORGANIZATION.	10
SECTION 11.  RESIGNATIONS.	10
SECTION 12.  VACANCIES.	10
SECTION 13.  REMOVAL OF DIRECTORS.	10
SECTION 14.  COMPENSATION.	10
SECTION 15.  COMMITTEES.	10
SECTION 16.  ACTION BY CONSENT.	11
SECTION 17.  TELEPHONIC MEETING. VIDEO CONFERENCING.	11
SECTION 18.  INSPECTION BY DIRECTORS.	11
ARTICLE IV. OFFICERS	11
SECTION 1.  NUMBER AND QUALIFICATIONS.	11
SECTION 2.  RESIGNATIONS.	11
SECTION 3.  REMOVAL.	11
SECTION 4.  CHAIRPERSON OF THE BOARD.	11
SECTION 5.  CHIEF EXECUTIVE OFFICER.	12
SECTION 6.  PRESIDENT.	12
SECTION 7.  VICE-PRESIDENT.	12
SECTION 8.  TREASURER.	12
SECTION 9.CHIEF FINANCIAL OFFICER.	13
SECTION 10.  SECRETARY.	13
SECTION 11.  THE ASSISTANT TREASURERS.	14
SECTION 12.  THE ASSISTANT SECRETARY.	14
SECTION 13. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.	14

SECTION 14.  AUTHORITY AND DUTIES OF OFFICERS.	14
SECTION 15.  OFFICERS' BONDS OR OTHER SECURITY.	14
SECTION 16.  COMPENSATION.	14
ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER	15
SECTION 1.  STOCK CERTIFICATES.	15
SECTION 2.  LOST CERTIFICATES.	15
SECTION 3.  TRANSFERS OF STOCK	15
SECTION 4.  STOCK TRANSFER AGREEMENTS.	16
SECTION 5.  TRANSFER AGENTS AND REGISTRARS.	16
SECTION 6.  REGULATIONS.	16
SECTION 7.  FIXING THE RECORD DATE.	16
SECTION 8.  REGISTERED STOCKHOLDERS.	16
ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS	17
SECTION 1.  GENERAL.	17
SECTION 2.  INDEMNIFICATION OF OTHERS.	17
SECTION 3.  PREPAYMENT OF EXPENSES.	17
SECTION 4.  DETERMINATION; CLAIM.	17
SECTION 5.  NON-EXCLUSIVITY OF RIGHTS.	17
SECTION 6.  INSURANCE.	18
SECTION 7.  OTHER INDEMNIFICATION.	18
SECTION 8.  AMENDMENT OR REPEAL.	18
ARTICLE VII. NOTICE BY ELECTRONIC TRANSMISSION	18
ARTICLE VIII. GENERAL PROVISIONS	19
SECTION 1.  DIVIDENDS.	19
SECTION 2.  RESERVES.	19
SECTION 3.  SEAL.	19
SECTION 4.  FISCAL YEAR.	19
SECTION 5.  CHECKS, NOTES, DRAFTS, ETC.	19
SECTION 6.  EXECUTION OF CONTRACTS, DEEDS, ETC.	19
SECTION 7.  VOTING OF STOCK IN OTHER CORPORATIONS.	19
ARTICLE IX. AMENDMENTS	20

BYLAWS

OF

VYNLEADS, INC.

ARTICLE I. OFFICES

SECTION 1.  Registered Office.  The registered office of the Corporation within the State of Delaware shall be in the City of Dover, County of Kent, c/o United Corporate Service.

SECTION 2.  Other Offices.  The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS

SECTION 1.

Place of Meetings.  All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION 2.

Annual Meeting.  The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.  At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 3.

Special Meetings.  Special meetings of stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the Chairperson of the Board or by one or more stockholders of the Corporation representing, in the aggregate, 25% of the voting power of the issued and outstanding shares of capital stock.  Such request shall state the purpose of the proposed meeting.

SECTION 4.

Notice of Meetings.  Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.  Notice shall be given personally by email or fax as provided in Section 1 of Article VII of these Bylaws or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at such address as it appears on the records of the Corporation.  Notice by mail shall be deemed

given at the time when the same shall have been received by the stockholder.  Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy 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, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy.  Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

SECTION 5.  List of Stockholders.  The officer who is in charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder.  The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. 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, either: (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), or (ii) during ordinary business hours, at the Corporation’s principal executive office. 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. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, 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 during the whole time 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. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

SECTION 6.  Quorum, Adjournments.  The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation.  If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy.  At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called.  If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 7.  Organization.  At each meeting of stockholders, the Chairperson of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the Chief Executive Officer or the President shall act as chairperson of the meeting.  If none of the foregoing officers shall be present or none of the foregoing officers shall have been elected, then such director or officer, or in their absence such other person, as a majority of the voting power of the stock of the Corporation present in person or represented by proxy and voting shall elect, shall act as chairperson of the meeting.  The Secretary or, in his absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.

SECTION 8.  Order of Business.  The order of business at all meetings of the stockholders shall be as determined by the chairperson of the meeting.

SECTION 9.  Voting.  Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

(a)

on the date fixed pursuant to the provisions of Section 8 of Article V of these Bylaws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

(b)

if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.  Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies.  When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the stock of the Corporation then outstanding shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Unless required by statute, or determined by the chairperson of the meeting to be advisable, the vote on any question need not be by ballot.  On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there by such proxy, and shall state the number of shares voted.

SECTION 10.  Remote Communication.  The Board of Directors may, in its sole discretion, determine that any annual or special meeting of stockholders may be held solely by means of remote communication.  Notwithstanding anything to the contrary contained in these

Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(c)

participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

SECTION 11.  Inspectors.  The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof.  If any of the inspectors so appointed shall fail to appear or act, the chairperson of the meeting shall, or if inspectors shall not have been appointed, the chairperson of the meeting may, appoint one or more inspectors.  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 capital stock of the Corporation outstanding and the voting power of each, the number of shares 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 results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the chairperson of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them.  No director or candidate for the office of director shall act as an inspector of an election of directors.  Inspectors need not be stockholders.

SECTION 12.  Action by Consent.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these Bylaws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent 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 of stock of the Corporation entitled to vote thereon were present and voted.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1.  General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.  Number, Qualifications, Election and Term of Office.  The number of directors constituting the initial Board of Directors shall be no less than one.  Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the members of the entire Board of Directors or by action of the stockholders of the Corporation.  Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies.  Directors need not be stockholders.  Except as otherwise provided by statute or these Bylaws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders.  Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these Bylaws.

SECTION 3.  Place of Meetings.  Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 4.  Annual Meeting.  The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held.  Notice of such meeting need not be given.  In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.

SECTION 5.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix.  If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day.  Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these Bylaws.

SECTION 6.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairperson of the Board or by any director of the Corporation.  If the notice is (x) delivered personally by hand, by courier or by telephone, (y) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If

the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting.

SECTION 7.  Notice of Meetings.  Notice of each special meeting of the Board of Directors (and of each regular and annual meeting of the Board of Directors for which notice shall be required) shall be given by the Secretary or the director(s) calling the meeting.  Such notice shall be stated the time and place of the meeting.  Except as otherwise required by these Bylaws, such notice need not state the purposes of such meeting.  Notice of each such meeting may be directed to each director at that director’s address, telephone number, or electronic mail address, as the case may be, as shown on the Corporation’s records.  Such notice shall be given at least one (1) day before the day on which such meeting is to be held, or shall be sent addressed to him at such place by email, fax, or other electronic communication, or be delivered personally or by telephone, at least twenty-four (24) hours before the time at which such meeting is to be held.  Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend 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 8.  Waiver of Notice.  Whenever notice is required to be given under any provision of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation or these Bylaws, a written waiver, signed by the director entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

SECTION 9.  Quorum and Manner of Acting.  A majority of the members of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except that when the entire Board consists of two directors or less, all directors in office shall constitute a quorum and except that when a vacancy or vacancies prevents such a majority, a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the entire Board. Except as otherwise expressly required by statute or the Certificate of Incorporation or these Bylaws, the act of a majority of the members of the entire Board of Directors shall be the act of the Board of Directors.  In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place.  Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.  The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 10.  Organization.  At each meeting of the Board of Directors, the Chairperson of the Board, if one shall have been elected, or, in the absence of the Chairperson of the Board or if one shall not have been elected, the Chief Executive Officer or the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairperson of the meeting and preside thereat.  The Secretary or, in his absence, any person appointed by the chairperson shall act as secretary of the meeting and keep the minutes thereof.

SECTION 11.  Resignations.  Any director may resign at any time upon notice given in writing or by electronic transmission to this Corporation.  Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt.  Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12.  Vacancies.  Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by only by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof.  Each director so elected shall hold office until his successor shall have been elected and qualified.

SECTION 13.  Removal of Directors.  Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

SECTION 14.  Compensation.  The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 15.  Committees.  The Board of Directors may, by resolution passed by a majority of the members of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by majority vote appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it.  Each such committee shall serve at the pleasure of the Board of Directors and have such name 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.

SECTION 16.  Action by 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, 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.

SECTION 17.  Telephonic Meeting. Video Conferencing.  Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference call, video conferencing or similar means of communication where all persons participating in the meeting can hear each other.  Participation by such means shall constitute presence in person at a meeting.

SECTION 18.  Inspection By Directors.  Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

ARTICLE IV. OFFICERS

SECTION 1.  Number and Qualifications.  The officers of the Corporation shall be elected by the Board of Directors and may include the Chief Executive Officer, the President, one or more Vice-Presidents, the Secretary and the Treasurer.  If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairperson of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation.  Any two or more offices may be held by the same person, and no officer except the Chairperson of the Board need be a director.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these Bylaws.

SECTION 2.  Resignations.  Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation.  Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt.  Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 3.  Removal.  Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.

SECTION 4.  Chairperson of the Board.  The Chairperson of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, preside at each meeting of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be

prescribed by these Bylaws. If there is no Chief Executive Officer or President, then the Chairperson of the Board shall also be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5 of Article IV of these Bylaws.

SECTION 5.  Chief Executive Officer. Subject to such supervisory powers, if any, as the Board of Directors may give to the Chairperson of the Board, the Chief Executive Officer, if any, shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation and shall report directly to the Board of Directors. All other officers, officials, employees and agents shall report directly or indirectly to the Chief Executive Officer. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of a Chairperson of the Board, the Chief Executive Officer shall have the authority and power of the Chairperson of the Board and shall preside at all meetings of the Board of Directors.

SECTION 6.  President.  In the absence or disability of the Chief Executive Officer, the President shall perform all the duties of the Chief Executive Officer. When acting as the Chief Executive Officer, the President shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these Bylaws, the Chief Executive Officer or the Chairperson of the Board.

SECTION 7.  Vice-President.  Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors.  At the request of the Board of Directors, the Vice-Presidents in the order of their election, shall perform the duties of the Chief Executive Officer or the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the Chief Executive Officer or the President in respect of the performance of such duties.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors.

SECTION 8.  Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Treasurer shall

(a)

have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

(b)

deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as the Board of Directors may designate;

(c)

disburse the funds of the Corporation as may be ordered by the Board of Directors;

(d)

render to the Board of Directors, the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation; and

(e)

have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

SECTION 9.

Chief Financial Officer.  Unless otherwise specified by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation.  The Chief Financial Officer shall have the same duties and authority as the Treasurer and such other duties and authority as the Board of Directors may specify.  In the event that the Corporation shall have a Treasurer and a Chief Financial Officer, the Treasurer and the Chief Financial Officer shall have such duties and authority as the Board of Directors or the State of Delaware shall specify, subject to the provisions of the DGCL.  In the absence of such specification, the Chief Executive Officer, if one has been appointed, or if none has been appointed, the President, shall specify, subject to the provisions of the DGCL, the duties and authority of the Chief Financial Officer and the Treasurer.

SECTION 10.  Secretary.  The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Board of Directors, committees of the Board of Directors, and stockholders. The minutes shall show:

(a) 

the time and place of each meeting;

(b) 

whether regular or special (and, if special, how authorized and the notice given);

(c) 

the names of those present at directors’ meetings or committee meetings;

(d) 

the number of shares present or represented at stockholders’ meetings;

(e) 

and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register showing:

(i)

the names of all stockholders and their addresses;

(ii)

the number and classes of shares held by each;

(iii)

the number and date of certificates evidencing such shares; and

(iv)

the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

SECTION 11.  The Assistant Treasurers.  The Assistant Treasurer, or, if there is more than one, the Assistant Treasurers, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or the Chief Financial Officer or in the event of the Treasurer or the Chief Financial Officer’s inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

SECTION 12.  The Assistant Secretary.  The Assistant Secretary, or, if there is more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

SECTION 13. Representation of Shares of Other Corporations.  Any officer or any other person authorized by the Board of Directors is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

SECTION 14. Authority and Duties of Officers.  In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors or the stockholders.

SECTION 15.  Officers' Bonds or Other Security.  If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

SECTION 16.  Compensation.  The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.  An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V.  STOCK CERTIFICATES AND THEIR TRANSFER

SECTION 1.  Stock Certificates.  The shares of the Corporation shall be represented by certificates, provided, however, that the Board of Directors of the Corporation may provide by resolution or resolutions that some, or all, of any or all classes or series of its 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 resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairperson of the Board, the Chief Executive Officer or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying number of shares registered in certificate form.  If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice describing the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  

SECTION 2.  Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed.  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 legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 3.  Transfers of Stock.  

(a)

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.  If the shares transferred are uncertificated, the Corporation

shall record the transaction upon its records when presented with the instructions signed by the transferor or its agent; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.  Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and the transferee request the Corporation to do so.

(b)

The Corporation shall not register the transfer of any securities issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, or Regulation S promulgated thereunder, unless the Corporation has received such assurances as it may reasonably request that the transfer of such securities was made in accordance with such exemptions, or with the provisions of Regulation S, as the case may be.

SECTION 4.  Stock Transfer Agreements.  The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

SECTION 5.  Transfer Agents and Registrars.  The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 6.  Regulations.  The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 7.  Fixing the 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 to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 8.  Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1.  General.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. The Corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

SECTION 2.  Indemnification of Others.  The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding.

SECTION 3.  Prepayment of Expenses.  The Corporation shall pay the expenses incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article VI or otherwise.

SECTION 4.  Determination; Claim.  If a claim for indemnification or payment of expenses under this Article VI is not paid in full within sixty days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

SECTION 5.  Non-Exclusivity of Rights.  The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter

acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 6.  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is 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, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

SECTION 7.  Other Indemnification.  The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

SECTION 8.  Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.”

ARTICLE VII. NOTICE BY ELECTRONIC TRANSMISSION

(a)

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by such stockholders by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i)

The Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and  

(ii)

Such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  

(b)

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)

If by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(ii)

If by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iii)

If by any other form of electronic transmission, when directed to the stockholder.

ARTICLE VIII. GENERAL PROVISIONS

SECTION 1.  Dividends.  Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting.  Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

SECTION 2.  Reserves.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation.  The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

SECTION 3.  Seal.  The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 4.  Fiscal Year.  The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

SECTION 5.  Checks, Notes, Drafts, Etc.  All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 6.  Execution of Contracts, Deeds, Etc.  The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7.  Voting of Stock in Other Corporations.  Unless otherwise provided by resolution of the Board of Directors, the Chairperson of the Board, the Chief Executive Officer or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other Corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other Corporation.  In the event one or

more attorneys or agents are appointed, the Chairperson of the Board, the Chief Executive Officer or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent.  The Chairperson of the Board, the Chief Executive Officer or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

ARTICLE IX. AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or special meeting thereof.  Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

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