Woodrow Affidavit March 3, Exhibit C

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1 FILED: NEW YORK COUNTY CLERK 03/03/ :05 PM INDEX NO /2014 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 03/03/2015 Woodrow Affidavit March 3, 2015 Exhibit C

2 BYLAWS OF WORLDVIEW ENTERTAINMENT HOLDINGS INC. Adopted November 11, 2010 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held each year on such date as determined by the board of directors and stated in the notice of the meeting. Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the board of directors, the Chairperson, the President and Chief Executive Officer or by a majority of the stockholders, or as otherwise provided by law or the certificate of incorporation. Special meetings of the stockholders shall be held on such date and at such time as the authorized person(s) shall fix. Section 3. Place of Meetings. Annual and special meetings of stockholders may be held at any place within or outside the State of Delaware as designated in any notice of the meeting. Meetings may be held solely by means of remote communication in the manner as, and to the extent authorized by, the General Corporation Law of the State of Delaware, as amended from time to time (the GCL ), and, in such event, shall be deemed to occur in the physical location where such meeting was initiated. Subject to the requirements of law (meaning, here and hereinafter, as required from time to time by the GCL or the certificate of incorporation of the corporation) and to such guidelines and procedures

3 as the board of directors may adopt not inconsistent with law, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders, whether such meeting is held at a designated place or solely by means of remote communication. Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of the place, date and time of all meetings of the stockholders shall indicate that the notice is being issued by or at the direction of the person or persons calling the meeting, and shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law. When a meeting is adjourned to another time or place, written notice need not be given of the adjourned meeting if the date, time and place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken; provided that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the adjourned meeting shall be given to each stockholder of 2

4 record entitled to vote at the meeting in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Section 5. 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 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. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the board of directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. 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 the stockholders 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 a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. 3

5 Section 6. Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required herein or by law. In the absence of a quorum at any meeting of the stockholders, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. Section 7. Organization. The Chairperson of the Board or, in the Chairperson s absence, the President and Chief Executive Officer of the corporation or, in the President and Chief Executive Officer s absence, such person as may be chosen by the board, or if not so chosen, as selected by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints. 4

6 Section 8. Conduct of Business. The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. Section 9. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall be entitled to one vote for each share of capital stock that is registered in such stockholder s name as of the record date for the meeting, except as otherwise provided herein or required by law. All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided that upon demand therefor by a stockholder entitled to vote or such stockholder s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting. If written ballots are required by law, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period. 5

7 All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast. Section 10. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either (a) 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 (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The stock list shall be open during the whole time of the meeting to the examination of any such stockholder who is present at the meeting. This 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 11. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a 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 6

8 such action at a meeting at which all shares entitled to vote thereon were present and voted. To the extent permitted by and subject to the requirements of law, a telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed, dated and delivered by such stockholder or proxy holder. ARTICLE II - BOARD OF DIRECTORS Section 1. Number and Term of Office. The number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be elected for a term of one year or until such director s successor is elected and qualified, except as otherwise provided herein or required by law. If the stockholders do not elect a successor after the one-year term, the director s one-year term shall automatically renew. Whenever the authorized number of directors is increased between the annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors to fill vacancies created by such increase for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board that are being eliminated by the decrease. Section 2. Powers. Subject to the provisions of the GCL and any limitations in the certificate of incorporation of the corporation, the business and affairs of the corporation shall be managed by, and all corporate powers shall be exercised by or under the direction of, the board. The board 7

9 may exercise all such powers of the corporation, and do all such lawful acts on its behalf, as are not by the GCL or by the certificate of incorporation of the corporation or by these bylaws directed or required to be exercised by the stockholders. Section 3. Qualifications. Directors need not be stockholders of the corporation, citizens of the United States or residents of the State of Delaware. Section 4. Vacancies. If the office of any director becomes vacant for any reason, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director s successor is elected and qualified. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. The resignation of any director takes effect on receipt of notice by the corporation or at any later time specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Section 5. Annual Meetings. The directors elected at each annual meeting of stockholders shall hold their annual meeting as soon as practicable following the date of their election, and in any event within thirty (30) days after each annual meeting of stockholders, at such time and place as shall be fixed by resolution of the board of directors prior to the annual meeting or by the consent in writing of all the newly-elected directors, for the purpose of choosing the officers of the corporation and for the transaction of such other business as may properly be brought before the meeting, and no notice of such meeting to the newly-elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. 8

10 Section 6. Regular Meetings. Regular meetings of the board of directors shall be held at such place or places within or outside the State of Delaware, on such date or dates, and at such time or times as shall have been established by the board of directors and publicized among all directors. A notice of each regular meeting shall not be required. Section 7. Special Meetings. Special meetings of the board of directors may be called only by the Chairperson, the President and Chief Executive Officer (or their respective delegates) or a majority of the directors, and shall be held at such place within or outside the State of Delaware, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date and time of each special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraph, facsimile transmission or other electronic transmission, or by sending by overnight courier the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Quorum. At any meeting of the board of directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date or time, without further notice or waiver thereof. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. 9

11 Section 9. No Exclusive Duty to the Corporation. Directors are not required to manage the corporation as their sole and exclusive function. Directors may have other business interests and may engage in other activities in addition to those relating to the corporation. Section 10. Participation in Meetings by Conference Telephone. Notwithstanding any provision of these bylaws to the contrary, members of the board of directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Section 11. Chairperson of the Board. The board of directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the Chairperson ), who shall be a director and who shall hold office until the next annual meeting of the board and until such Chairperson s successor is elected and qualified or until such Chairperson s earlier death, resignation or removal by act of the board. The Chairperson shall preside at meetings of the stockholders and the board. In the absence of the Chairperson, the President and Chief Executive Officer shall preside at meetings of the stockholders and the board, or in the President and Chief Executive Officer s absence, such person as designated by the board of directors in accordance with these bylaws. Section 12. Conduct of Business. At any meeting of the board of directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by 10

12 law. Action may be taken by the board of directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors. Section 13. Compensation of Directors. Directors may receive, pursuant to resolution of the board of directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the board of directors. Directors shall be reimbursed for all reasonable expenses incurred in managing the corporation. Section 14. Removal of Directors. Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders. Section 15. Inspectors of Election. The board of directors, in advance of any meeting of stockholders, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed in advance of the meeting, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the board of directors in advance of the meeting or at the meeting by the person presiding thereat. 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 or her ability. The inspectors, if any, shall determine the number of shares of stock outstanding 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 11

13 questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector(s) and execute a certificate of any fact found by such inspector(s). ARTICLE III - COMMITTEES Section 1. Committees of the Board of Directors. The board of directors, by a vote of a majority of the whole board, from time to time may designate committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the board of directors to declare a dividend or to authorize the issuance of stock only if the resolution that designates the committee or a supplemental resolution of the board of directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Notwithstanding the foregoing however, no committee shall have power or authority in reference to (a) amending the certificate of incorporation, (b) adopting an agreement of merger, consolidation or conversion, (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the 12

14 corporation's property and assets, (d) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or (e) amending these bylaws. The board of directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof. Section 2. Officers Committees. Subject to the approval of the board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Chairperson, from time to time, may designate and prescribe. The board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof. Section 3. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. Unless otherwise provided by the board, a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Unless otherwise determined by the board, committee meetings may be held within or outside of the State of Delaware; notwithstanding any provision of these bylaws to the contrary, members of any committee of the board may participate in a meeting of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. Action may be taken by any committee without a meeting if all members thereof consent 13

15 thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the corporation shall consist of such officers as the Board of Directors shall determine, and may include (i) a President and Chief Executive Officer, (ii) a Chief Financial Officer, (iii) an Executive Vice President, (iv) a Treasurer, (v) a Secretary and (vi) such other officers as may be appointed by the board of directors from time to time. Officers shall be elected by the board of directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer s successor is elected and qualified or until such officer s earlier death, resignation or removal. One person may hold more than one of the offices specified in this section and may have such other titles as the board of directors may determine. Officers shall have such authority and perform such duties as may be provided in these bylaws or prescribed by the board of directors. Section 2. President and Chief Executive Officer. The President and Chief Executive Officer shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the board of directors, the President and Chief Executive Officer shall be responsible for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers that are commonly incident to the office of President or Chief Executive Officer or as are delegated to the President and Chief Executive Officer by the board of directors. The President and Chief Executive Officer shall have power to sign all authorized stock certificates, contracts and 14

16 other instruments of the corporation and shall have general supervision and direction of all of the other officers, employees and agents of the corporation. Section 3. Chief Financial Officer. The Chief Financial Officer shall be the principal financial and accounting officer. He shall have ultimate responsibility to oversee the financial operation and performance of the corporation. In the event the Treasurer is not designated by the board of directors as the Chief Financial Officer, the Treasurer shall report to the Chief Financial Officer from time to time concerning all duties that the Treasurer is obligated to perform, and the Chief Financial Officer shall, at his election, assume such of the duties of the Treasurer as are provided herein as he shall deem appropriate. The Chief Financial Officer shall have the power to modify and/or amend any and all actions taken by the Treasurer. He also shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer or as are delegated to the Chief Financial Officer by the board of directors. Section 4. Executive Vice President. The Executive Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He also shall perform all duties and have all powers that are commonly incident to the office of Executive Vice President or as are delegated to the Executive Vice President by the board of directors. Section 5. Treasurer. The Treasurer shall be responsible for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and from time to time, shall render an account of all such transactions and of the financial condition of the 15

17 corporation. The Treasurer also shall perform such other duties as the board of directors may prescribe from time to time. Section 6. Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the board of directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the board of directors may prescribe from time to time. Section 7. Delegation of Authority. Notwithstanding any provision hereof, the board of directors, from time to time, may delegate the powers or duties of any officer to any other officers or agents. Section 8. Resignation or Removal. Any officer of the corporation may resign at any time by giving written notice to the corporation and may be removed at any time, with or without cause, by the board of directors; provided that, any such removal shall be without prejudice to the rights, if any, of the corporation and/or the officer so removed under any contract of service or other agreement between such officer and the corporation. Section 9. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the board of directors, the President and Chief Executive Officer or his or her delegate 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. 16

18 Section 10. Compensation. The compensation of all officers of the corporation shall be fixed by the board of directors, or by the Chairman of the Board or President and Chief Executive Officer acting under authority expressly delegated to such person by the board of directors. ARTICLE V - STOCK Section 1. Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by such officers as authorized by the board, certifying the number of shares owned by such stockholder. Section 2. Shares without Certificates. Notwithstanding any other provisions herein, the board may authorize the issuance of some or all of the shares of any or all of the corporation s classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a complete record containing the information required on certificates by the applicable provisions of the GCL. Section 3. Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the corporation, which shall be maintained at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Sections 2 or 4 of this Article, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. 17

19 Section 4. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the board of directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 5. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the board of directors may establish. Section 6. Fractions of Shares. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (l) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered or bearer form, which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants or subject to any other conditions that the board may impose. 18

20 ARTICLE VI - PURPOSES AND POWERS Section 1. Purposes and Powers. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL. ARTICLE VII - INDEMNIFICATION AND INSURANCE Section 1. Scope. Except as prohibited by law, every person shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as action ). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to subsequent determination of the right to be so indemnified. Persons who are not and were not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the board of directors at any time determines that such person is entitled to the benefits of this Article. As used herein, expense shall include fees and expenses of counsel selected by such person; and liability shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement of an action. 19

21 Section 2. Means of Indemnification. The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. Section 3. Agreement for Indemnification. The corporation shall have the express authority to enter into such agreements as the board of directors deems appropriate for the indemnification, including advancement of expenses, of present or future directors and officers of the corporation and other persons in connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation. The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification 20

22 provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal. Section 4. Non-Payment by Corporation. In the event any indemnification or advance of expenses to which a person is entitled under this Article is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. The corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys fees, incurred in bringing and pursuing such action, subject to the corporation s right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article. Section 5. Miscellaneous. In case any provision in this Article VII shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the corporation to afford indemnification and advancement of expenses to its directors, officers and employees, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law. For purposes of this Article VII, the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan, and excise taxes assessed on a person with respect to an employee 21

23 benefit plan pursuant to applicable law shall be considered indemnifiable expenses. For purposes of this Article VII, references to serving at the request of the corporation shall include any service as a director, officer, employee or agent of the corporation that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the corporation. For purposes of this Article VII, references to the corporation shall include, in addition to the corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. ARTICLE VIII - NOTICES Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing or by electronic transmission in accordance with these bylaws and the GCL, and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, 22

24 postage paid, or by sending such notice via Federal Express or similar overnight courier. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known physical or electronic address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mail or by overnight courier, by telegram or mailgram or by facsimile transmission shall be the time of the giving of the notice. Notice to a stockholder shall be deemed given (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice, (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (c) if by a posting on an electronic network together with separate notice to the stock-holder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice and (d) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of law, the certificate of incorporation or the 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 the stockholder by written notice to the corporation or otherwise as required by law. Section 2. Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent entitled to notice, or a waiver by electronic transmission by the person entitled to notice, 23

25 whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a written waiver or waiver by electronic transmission. Section 3. Electronic Transmission. For purposes of these bylaws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. ARTICLE IX ACCOUNTS, BOOKS AND RECORDS Section 1. Maintenance of Accounts, Books and Records. At the expense of the corporation, the board of directors shall maintain and preserve during the corporation s term and for the following six (6) years records and accounts of all operations and expenditures of the corporation. At a minimum, the corporation will maintain at its principal place of business, or such other place as the board of directors shall designate, the following records: (a) a copy of the certificate of incorporation of the corporation and all amendments thereto, (b) copies of the federal, state and local tax returns and reports, if any, of the corporation for the six most recent years, (c) a copy of the bylaws of the corporation and all amendments thereto, (d) a current stock ledger reflecting the name and mailing address, and number and class of shares of capital stock of the corporation registered in the name, of each stockholder, (e) copies of any financial reports of the corporation for the six most recent years, (f) minutes of every annual, special and court-ordered meeting of the stockholders and directors and (g) written consents of the stockholder or directors for actions taken by them without a meeting. 24

26 Section 2. Inspection of Records. 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. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation s stock ledger, a list of its stockholders and its other books and records in accordance with the provisions of the GCL. A proper purpose shall mean a purpose reasonably related to such person s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Section 3. Form of Records. 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 information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. Section 4. Reliance upon Records. A member of the board of directors, a member of any committee designated by the board of directors, and officers of the corporation shall, in the performance of such person's duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation's 25

27 officers or employees, or committees of the board of directors, or by any other person as to matters such person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation. ARTICLE X - MISCELLANEOUS Section 1. Corporate Seal. The board of directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by any other officer of the corporation. Section 2. Fiscal Year. The fiscal year of the corporation shall be as fixed by the board of directors. Section 3. Accounting Principles. The profits and losses of the corporation shall be determined in accordance with accounting principles applied on a consistent basis using the cash method of accounting. It is intended that the corporation elect those accounting methods that provide the greatest tax benefits. Section 4. Time Periods. In applying any provision of these bylaws that requires an act to be done or not done a specified number of days prior to an event, or that requires an act to be done during a period of a specified number of days prior to an event, calendar days shall be used; the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 5. Registered Office. The corporation shall have and maintain in the State of Delaware a registered office which may, but need not be, the same as its place of business. 26

28 Section 6. Other Offices. The corporation may also have offices and places of business at such places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. Section 7. Dividends and Distributions; Reserves. Subject to all applicable provisions of the GCL, the certificate of incorporation of the corporation and any indenture or other agreement to which the corporation is a party or by which it is bound, the board may declare to be payable, in cash, in other property or in shares of the corporation of any class or series, such dividends and distributions upon or in respect of outstanding shares of the corporation of any class or series as the board may at any time or from time to time deem to be advisable. Before declaring any such dividend or distribution, the board may cause to be set aside, out of any funds or other property or assets of the corporation legally available for the payment of dividends or distributions, such sum or sums as the board, in its absolute discretion, may consider to be proper as a reserve or reserves to meet contingencies or for payment of dividends or for repairing or maintaining any property of the corporation or for such other purpose as the board may deem conducive to the interest of the corporation, and the board may modify or abolish any such reserve in the manner in which it was created. Section 8. Checks, Notes, Etc. All checks or other orders for the payment of money, all notes or other instruments evidencing indebtedness of the corporation and all receipts for money paid to the corporation shall be signed, drawn, accepted, endorsed or otherwise executed on its behalf, as the case may be, in such manner and by such officer or officers or such other person or persons as 27

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