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Published: 2008-03-26

By-Laws - 24/7 Media Inc.



                                24/7 MEDIA, INC.

                             A Delaware Corporation



                                     BY-LAWS





                                    ARTICLE I

                                  STOCKHOLDERS


      Section 1.1       Annual Meeting.

      An annual meeting of stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held each
year at such date, time, and place, either within or without the State of
Delaware, as may be specified by the Board of Directors.

      Section 1.2       Special Meetings.

      Special meetings of stockholders for any purpose or purposes may be held
at any time upon call of the Chairman of the Board, the Vice Chairman, or the
President, at such time and place either within or without the State of Delaware
as may be stated in the notice. A special meeting of stockholders shall be
called by the President or the Secretary, stating time, place, and the purpose
or purposes of the meeting.

      Section 1.3       Notice of Meetings.

      Written notice of duly called meetings of the stockholders, stating the
place, date, and hour thereof shall be given by the Chairman of the Board, the
Vice Chairman of the Board or the President, to each stockholder entitled to
vote thereat at least ten days but not more than sixty days before the date of
the meeting, unless a different period is prescribed by law. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall, if any other action which could be taken at a
special meeting is to be taken at such annual meeting, state the nature of such
action. The notice of a special meeting shall in all instances state the purpose
or purposes for which the meeting is called.




      Section 1.4       Quorum.

 Except as otherwise provided by law or in the Certificate of Incorporation or
these By-laws, at any meeting of stockholders, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the meeting shall
be present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, a majority in voting
interest of the stockholders present or the chairman of the meeting may adjourn
the meeting from time to time in the manner provided in Section 1.5 of these
By-laws until a quorum shall be present.

      Section 1.5       Adjournment.

      Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

      Section 1.6       Organization.

      The Chairman of the Board, or in his or her absence the Vice Chairman of
the Board, or in their absence one of the following officers, the Chief
Executive Officer, the President, or a Vice President (in order of seniority),
shall call to order meetings of stockholders, and shall act as chairman of such
meetings. The Board of Directors or, if the Board fails to act, the
stockholders, may appoint any stockholder, director, or officer of the
Corporation to act as chairman of any meeting in the absence of the Chairman of
the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President, and all Vice Presidents. The Secretary of the Corporation shall act
as secretary of all meetings of stockholders, but, in the absence of the
Secretary, the chairman of the meeting may appoint any other person to act as
secretary of the meeting.

      Section 1.7       Voting.

      Except as otherwise provided by law or in the Certificate of Incorporation
or these By-laws, at any meeting duly called and held at which a quorum is
present, corporate action to be taken by stockholder vote, other than the
election of directors, shall be authorized by a majority of the votes cast at a
meeting of stockholders, except as otherwise provided by law. Directors shall be
elected at each annual meeting of stockholders by a plurality of the votes cast
and shall hold office until the third succeeding annual meeting of stockholders
and until the election and qualification of their respective successors.

      Section 1.8       Action Without Meeting.

      Any action required or permitted to be taken at any meeting of
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 fewer than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all



shares entitled to vote thereon were present and voting. Prompt notice of the
taking of any such action shall be given to those stockholders who did not
consent in writing.

      Section 1.9       Proxy Representation.

      Each stockholder entitled to vote at any meeting of stockholders or to
express consent to or dissent from corporate action in writing without a meeting
may authorize another person to act for him by proxy. No proxy shall be valid
after three years from its date, unless it provides otherwise.

      Section 1.10      Stockholders.

      At an annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by a stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in this Section 1.10,
who shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 1.10. For business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) above, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the anniversary of the
preceding year's annual meeting; provided, however, that if the date of the
meeting is changed by more than 30 days from such anniversary date, notice by
the stockholder to be timely must be received no later than the close of
business on the earlier of the 10th day following the date on which notice of
the date of the meeting was mailed or a public announcement of the meeting was
made. A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the Corporation's books of the stockholder proposing such business,
and the name and address of the beneficial owner, if any, on whose behalf the
proposal is made, (c) the class and number of shares of stock of the Corporation
which are owned beneficially and of record by such stockholder of record and by
the beneficial owner, if any, on whose behalf the proposal is made, and (d) any
material interest of such stockholder of record and the beneficial owner, if
any, on whose behalf the proposal is made, in such business. Notwithstanding
anything in this Section 1.10 to the contrary, no business shall be conducted at
an annual meeting except in accordance with the procedures set forth in this
Section 1.10. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting whether or not business was properly brought before
the meeting in accordance with the procedures prescribed by these By-laws, and
if (s)he should so determine, (s)he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 1.10, a stockholder
also shall comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder, with respect
to the matters set forth in this Section 1.10.



                                   ARTICLE II

                               BOARD OF DIRECTORS


      Section 2.1       Number and Term of Office.

      The business, property, and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors of the Corporation. The initial
number of directors which shall constitute the whole Board of Directors shall be
seven; provided, however, that the Board of Directors, by resolution adopted by
vote of a majority of the then authorized number of directors, shall have the
sole authority to increase or decrease the number of directors. No decrease in
the number of directors may shorten the term of any incumbent director.
Directors shall be divided into three classes, as nearly equal in number as
possible, as determined by the Board of Directors. Subject to the provisions of
Article IV of these By-laws, one class shall hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1999, another class
shall hold office initially for a term expiring at the annual meeting of
stockholders to be held in 2000, and another class shall hold office initially
for a term expiring at the annual meeting of stockholders to be held in 2001,
and the members of each class shall hold office until their successors are
elected and qualified. At each annual meeting of stockholders, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

      Section 2.2       Chairman and Vice Chairman of the Board.

      The directors may elect a Chairman and a Vice Chairman of the Board of
Directors. The Chairman and Vice Chairman shall be executive officers of the
Corporation and shall be subject to the control of and may be removed by the
Board of Directors.

      Section 2.3       Meetings.

      Regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be determined by the Board.
Special meetings of the Board of Directors shall be held at such time and place
as shall be designated in the notice of the meeting whenever called by the
Chairman of the Board, the Vice Chairman, the Chief Executive Officer (if a
director), the President (if a director) or by a majority of the directors then
in office.

      Section 2.4       Notice of Special Meetings.

      The Secretary, or in his or her absence any other officer of the
Corporation, shall give each director notice of the time and place of holding of
special meetings of the Board of Directors by mail at least seven days before
the meeting, or by telecopy, telegram, cable, radiogram, or by certified mail
with return receipt requested, by a nationally recognized courier, or by
personal service at least two days before the meeting. Unless otherwise stated
in the notice thereof, any and all business may be transacted at any meeting
without specification of such business in the notice.




      Section 2.5       Quorum and Organization of Meetings.

      Except as provided in Section 4.3 of these By-laws, a majority of the
total number of members of the Board of Directors as constituted from time to
time shall constitute a quorum for the transaction of business, but, if at any
meeting of the Board of Directors (whether or not adjourned from a previous
meeting) there shall be less than a quorum present, a majority of those present
may adjourn the meeting to another time and place, and the meeting may be held
as adjourned without further notice or waiver. Except as otherwise provided by
law or in the Certificate of Incorporation or these By-laws, a majority of the
directors present at any meeting at which a quorum is present may decide any
question brought before such meeting. Meetings shall be presided over by the
Chairman of the Board, or in his or her absence, by the Vice Chairman, the Chief
Executive Officer, the President, or such other person as the directors may
select. The Secretary of the Corporation shall act as secretary of the meeting,
but in his or her absence, the chairman of the meeting may appoint any person to
act as secretary of the meeting.

      Section 2.6       Committees.

      The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more of the directors of the Corporation; provided, that persons who are not
directors of the Corporation may also be members of such committees to the
extent provided in the resolution of the Board. The Board 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 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 they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors and permitted by law, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business, property, and affairs of the Corporation, and may authorize the seal
of the Corporation to be affixed to all papers which may require it. Each
committee of the Board of Directors may fix its own rules and procedures. Notice
of meetings of committees, other than of regular meetings provided for by the
rules, shall be given to committee members. All action taken by committees shall
be recorded in minutes of the meetings.

      Section 2.7       Action Without Meeting.

      Nothing contained in these By-laws shall be deemed to restrict the power
of members of the Board of Directors or any committee designated by the Board to
take any action required or permitted to be taken by them without a meeting, if
all the members of the Board of Directors or committee, as the case may be,
consent in writing to the adoption, and the writing or writings are filed with
the minutes of proceedings of the Board or Committee.

      Section 2.8       Telephone Meetings.

      Nothing contained in these By-laws shall be deemed to restrict the power
of members of the Board of Directors, or any committee designated by the Board,
to participate in a meeting of the Board, or a committee thereof, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.



                                   ARTICLE III

                                    OFFICERS


      Section 3.1       Executive Officers.

      The executive officers of the Corporation shall be the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President, one or more Vice Presidents, the Treasurer, and the Secretary, each
of whom shall be elected by the Board of Directors. The Board of Directors may
elect or appoint such other officers (including a Controller and one or more
Assistant Treasurers and Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed by
the Board of Directors from time to time. Any person may hold at one time two or
more offices.

      Section 3.2       Chairman of the Board.

      The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors.

      Section 3.3       Vice Chairman of the Board.

      The Vice Chairman of the Board shall, at the request, or in the absence or
disability, of the Chairman of the Board, perform the duties and exercise the
powers of such office.

      Section 3.4       Chief Executive Officer.

      The Chief Executive Officer of the Corporation shall have general
supervision of the business, affairs and property of the Corporation, and over
its several officers. In general, the Chief Executive Officer shall have all
authority incident to the office of Chief Executive Officer and shall have such
other authority and perform such other duties as may from time to time be
assigned by the Board of Directors or by any duly authorized committee of
directors. The Chief Executive Officer hall have the power to fix the
compensation of elected officers whose compensation is not fixed by the Board of
Directors or a committee thereof and also to engage, discharge, determine the
duties and fix the compensation of all employees and agents of the Corporation
necessary or proper for the transaction of the business of the Corporation. If
the Chief Executive Officer is not also the Chairman of the Board, then the
Chief Executive Officer shall report to the Chairman of the Board or the Vice
Chairman, as the case may be.

      Section 3.5       President.

      The President shall be the chief operating officer of the Corporation and,
subject to the direction of the Board of Directors, or any duly authorized
committee of directors, shall have general supervision of the operations of the
Corporation. In general, but subject to any contractual restriction, the
President shall have all authority incident to the office of President and chief
operating officer and shall have such other authority and perform such other
duties as may from time to time be assigned by the Board of Directors or by any
duly authorized committee of directors or by the Chairman of the Board of
Directors. The President shall, at the request or in the absence or disability
of the Chairman or Vice Chairman of the Board, or the Chief Executive Officer,
perform the duties and exercise the powers of such officer.



      Section 3.6       Vice Presidents.

      Each vice president shall have such powers and duties as the Board, the
Chief Executive Officer or the President assigns to him or her.

      Section 3.7       Treasurer.

      The Treasurer of the Corporation shall be in charge of the corporation's
books and accounts. Subject to the control of the Board, (s)he shall have such
other powers and duties as the Board, the Chief Executive Officer or the
President assigns to him or her.

      Section 3.8       Secretary.

      The Secretary shall be the secretary of, and keep the minutes of, all
meetings of the Board and the stockholders, and shall have such other powers and
duties as the Board or the President assigns to him or her. In the absence of
the Secretary from any meeting, the minutes shall be kept by the person
appointed for that purpose by the chairman of the meeting.

                                   ARTICLE IV

                      RESIGNATIONS, REMOVALS, AND VACANCIES


      Section 4.1       Resignations.

      Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer, the President, or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it effective.

      Section 4.2       Removals.

      The Board of Directors, by a vote of not less than a majority of the
entire Board, at any meeting thereof, or by written consent, at any time, may,
to the extent permitted by law, remove with or without cause from office or
terminate the employment of any officer or member of any committee and may, with
or without cause, disband any committee. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares entitled at the time to vote at an election of directors.

      Section 4.3       Vacancies.

      Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from increase in the number of directors, shall be filled
at any time exclusively by a majority of the directors then in office (even
though less than a quorum remains) and, subject to the provisions of this
Article IV, the person so



chosen shall hold office until his or her successor shall have been elected and
qualified; or, if the person so chosen is a director elected to fill a vacancy,
(s)he shall (subject to the provisions of this Article IV) hold office for the
unexpired term of his or her predecessor.


                                    ARTICLE V

                                  CAPITAL STOCK


      Section 5.1       Stock Certificates.

      The certificates for shares of the capital stock of the Corporation shall
be in such form as shall be prescribed by law and approved, from time to time,
by the Board of Directors. Each certificate shall be signed by the Chairman or
Vice Chairman of the Board of Directors, if any, or by the Chief Executive
Officer or the President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation. Any and all signatures
on any such certificates may be facsimiles. In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate issued, it may be issued by the Corporation with the
same effect as if (s)he were such officer, transfer agent, or registrar at the
date of issue.

      Section 5.2       Transfer of Shares.

      Upon compliance with provisions restricting the transfer or registration
of transfer of shares of capital stock, if any, shares of the capital stock of
the Corporation may be transferred on the books of the Corporation only by the
holder of such shares or by his or her duly authorized attorney, upon the
surrender to the Corporation or its transfer agent of the certificate
representing such stock properly endorsed and the payment of taxes due thereon.

      Section 5.3       Fixing 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, unless
otherwise provided by law, shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.

      Section 5.4       Lost Certificates.

      The Board of Directors or any transfer agent of the Corporation may direct
one or more new certificate(s) representing stock of the Corporation to be
issued in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of



the Corporation authorized to do so by a resolution of 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 the Board of Directors (or any transfer agent so authorized) shall
direct to indemnify the Corporation against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed or the issuance of such new certificates, and such
requirement may be general or confined to specific instances.

      Section 5.5       Regulations.

      The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.


                                   ARTICLE VI

                                  MISCELLANEOUS


      Section 6.1       Corporate Seal.

      The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as may be approved from time to time by
the Board of Directors.

      Section 6.2       Fiscal Year.

      The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

      Section 6.3       Notices and Waivers Thereof.

      Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telecopy,
telegram, cable, or radiogram, or by certified mail with return receipt
requested, by a nationally recognized courier, addressed to such address as
appears on the books of the Corporation. Any notice given by telecopy, telegram,
cable, radiogram, by certified mail with return receipt requested, or by a
nationally recognized courier shall be deemed to have been given when it shall
have been delivered for transmission and any notice given by mail shall be
deemed to have been given when it shall have been deposited in the United States
mail with postage thereon prepaid.

      Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.




      Section 6.4       Stock of Other Corporations or Other Interests.

      Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer or the
President, and such attorneys or agents of the Corporation as may from time to
time be authorized by the Board of Directors or the Chairman of the Board shall
have full power and authority on behalf of this Corporation to attend and to act
and vote in person or by proxy at any meeting of the holders of securities of
any corporation or other entity in which this Corporation may own or hold shares
or other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer or President, or such attorneys or agents, may also
execute and deliver on behalf of this Corporation powers of attorney, proxies,
consents, waivers, and other instruments relating to the shares or securities
owned or held by this Corporation.


                                   ARTICLE VII

                                   AMENDMENTS


      The Board of Directors shall have the power to adopt, amend, or repeal
these By-Laws.