These are the Bylaws of , the Company.

The Company was formed under the laws of the state of Delaware. As a result, Delaware law governs the Internal Affairs of the Company. How the Company is organized, how the Company makes business decisions, rights and responsibilities of those involved with the Company, and disputes between them are examples of Internal Affairs.

The most important Delaware law governing Delaware corporations is the Delaware General Corporation Law, or Corporation Law for short. Under the Corporation Law, the most important document setting out rules for the Company is its Certificate of Incorporation. The Certificate of Incorporation was filed with the Secretary of State of Delaware to form the Company. Changes to the Certificate of Incorporation require stockholder votes and additional filings with the Secretary of State.

The Company may put any rules that do not contradict its Certificate of Incorporation or the Corporation Law in these Bylaws. If there is ever a dispute about the Company's rules, courts will try to read the Certificate of Incorporation and Bylaws so they make sense together. If that is not possible, the Certificate of Incorporation will trump Bylaws. As described in Changing Bylaws, the Certificate of Incorporation may give the Company's board of directors, the Board, power to change Bylaws.

In addition to the Certificate of Incorporation and Bylaws, the Corporation Law provides a number of rules that apply when neither the Certificate of Incorporation nor Bylaws address a topic. These are called Default Rules. Still other rules in the Corporation Law, and possibly in other states' laws, apply to the Internal Affairs of the Company no matter what. These are Mandatory Rules. The Certificate of Incorporation and Bylaws, as well as Default Rules and Mandatory Rules as they change over time, all add up to the rules for the Internal Affairs of the Company.

Stockholder Action Without Meeting

None of these Bylaws prevents stockholders from taking action without a meeting per the Corporation Law.

Annual Stockholders Meetings

The Board will decide the dates and times of any annual stockholders meetings.

Special Stockholders Meetings

Notice to Stockholders

The Company will give notice to stockholders per the Corporation Law.

Stockholders Quorum

The number of stockholders needed for quorum will be per the Corporation Law.

Chair of Stockholders Meeting

The Board may designate the chair of each stockholders meeting. If the Board does not designate a chair, the chair will be the first of the following who is available to serve as chair: the chief executive officer, the president, or the person chosen by a majority of shares voting at the stockholders meeting. The chair of a stockholders meeting will determine the order of business and rules of procedure for the stockholders meeting and announce when the polls open and close. The chair of a stockholders meeting may also adjourn the stockholders meeting.

Secretary of Stockholders Meeting

The secretary of the Company will be the secretary of each stockholders meeting. If the secretary of the Company is not available, the chair of the stockholders meeting will appoint the secretary of the stockholders meeting.

Stockholder Voting

Subject to the Mandatory Rules of the Corporation Law, stockholders will elect directors by plurality vote and take other action by majority vote of all shares entitled to vote.

Stockholder Proxies

Stockholders may authorize others to vote their shares by proxy per the Corporation Law.

Stockholder Election Inspectors

The Company will not appoint inspectors of stockholders meetings while it is exempt from the Mandatory Rules of the Corporation Law requiring inspectors.

Counting Shareholders

The Board may set record dates for counting stockholders according to the Corporation Law.

Director Action Without Meeting

None of these Bylaws prevents directors from taking action without a meeting per the Corporation Law.

Remote Participation by Directors

None of these Bylaws restricts any director from participating remotely by conference call or other technology allowed by the Corporation Law.

Number of Directors

When these bylaws are first adopted, the number of directors will be . After these bylaws are adopted, the either the board or the stockholders can change the number of directors. Neither the stockholders nor the board can remove a director from the board before the end of their term by reducing the number of directors.

Filling New or Vacant Directorships

Vacant directorships may be filled by the board or the stockholders per the Corporation Law.

Directors Quorum

The number of directors needed for quorum will be per the Corporation Law. Quorum is required whenever the board takes action, and not just at the beginning of meetings.

Regular Directors Meetings

The Board will hold regular meetings. The Board will decide the place, time, and other details of regular meetings and communicate those decisions to current and any new directors. No other notice will be required for regular meetings.

Special Directors Meetings

Director Compensation

None of these Bylaws restricts directors from fixing director compensation per the Corporation Law.

Chair of the Board

The Board may appoint a chair of the Board. The chair of the Board is not an officer of the Company.

Creation of Committees

None of these Bylaws restricts directors from creating committees per the Corporation Law.

Committee Process

Each committee will follow Director Action Without Meeting, Remote Participation by Directors, Directors Quorum, Regular Directors Meetings, and Special Directors Meetings, but applied to the committee, rather than to the Board as a whole. In addition, each committee will keep minutes of its meetings and provide copies to the Board. Otherwise, each committee will set and follow its own rules and procedures.

Alternate Members

Alternate members of any committee must receive every notice given to regular members of the committee. Alternate members may attend any committee meeting.

Types of Officers

The Company will have a president and a secretary. If the Board decides, they Company may also have a treasurer, any number of vice presidents, assistant secretaries, and assistant treasurers, or both. In addition, the Board may empower the chief executive officer or president to appoint other officers and agents. The chief executive officer and president will set the terms of office and authorities of officers they appoint.

Multiple Offices

None of these Bylaws prevent any person from holding multiple offices.

Removal of Officers

Subject to any rights under an employment contract, a majority of the Board may remove any officer.

Office Vacancies

Vacant offices may be filled per the Corporation Law.

President

The president will be the chief executive officer of the Company. The president will supervise, direct, and control the business, officers, and employees of the Company generally, as well as any other powers presidents and chief executive officers usually have.

Vice Presidents

The Board will designate one vice president to exercise the power of the president in the president's absence or disability.

Secretary

Treasurer

The treasurer will be the chief financial officer of the Company. The treasurer will keep Company financial records, report on the Company's finances, and make authorized disbursements of Company funds.

Additional Officer Powers and Responsibilities

Stockholders and the Board may give officers powers and responsibilities in addition to those listed in Officers.

Voting Securities of Other Legal Entities

Unless otherwise directed by the Board, the president will have the power to vote and otherwise act on behalf of the Company in its capacity as holder of securities of other legal entities. The president may delegate this power to other officers as the president chooses.