Exhibit
4.2 


 


AMENDED
AND RESTATED BY-LAWS OF

VIMEO, INC.


 


Article I


 


OFFICES


 


Section 1.         Principal
Office. The registered office of Vimeo, Inc. (the “Corporation”) shall be located in the City of Wilmington,
County of New Castle, State of Delaware.


 


Section 2.         Other
Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may require.


 


Article II


 


STOCKHOLDERS


 


Section 1.         Place
of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated
by the Board of Directors. If no designation is made, the place of the meeting shall be the principal office of the Corporation.


 


Section 2.         Annual
Meeting. The annual meeting of the stockholders shall be held at such date and time as may be fixed by resolution of the Board of
Directors.


 


Section 3.         Special
Meetings. Special meetings of the stockholders may be called by the Chair of the Board (the “Chair”) or a majority of
the Board of Directors.


 


Section 4.         Notice.
Written notice stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such meeting, and in case of a special meeting, the purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days prior thereto,
either personally or by mail, facsimile, telegraph or other means of electronic communication, addressed to each stockholder at such stockholder’s
address as it appears on the records of the Corporation; provided that notices to stockholders who share an address may be given
in the manner permitted by the General Corporation Law of the State of Delaware. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be by facsimile, telegram, or other means
of electronic communication, such notice shall be deemed to be given at the time provided in the General Corporation Law of the State
of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled
to vote are present (unless any such stockholders are present for the purpose of objecting to the meeting as lawfully called or convened),
or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate
of Incorporation otherwise provides) any special meeting of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the time previously scheduled for such meeting of stockholders.


 


Section 5.         Adjourned
Meetings. The chair of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time
to time, whether or not there is a quorum. When a meeting is adjourned to another time or place, except as required by law, notice of
the adjourned meeting need not be given if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment
is taken, if the adjournment is for not more than thirty (30) days, and if no new record date is fixed for the adjourned meeting. At the
adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.


 






     


     


    

 


Section 6.         Quorum.
Except as otherwise required by law, the holders of shares representing a majority of the voting power of the Corporation entitled to
vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of
business; provided, however, that where a separate vote by a class or series or classes or series is required, a majority
of the outstanding shares of such class or series or classes or series shall constitute a quorum with respect to such vote. If a quorum
shall not be present or represented at any meeting of the 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. If at such adjourned meeting, a quorum shall be present or represented, any business may
be transacted that might have been transacted at the meeting as originally notified.


 


Section 7.         Voting.
Except as otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled
to vote in person or by proxy each share of the class of capital stock having voting power held by such stockholder.


 


Section 8.         Procedure
for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of shares of Preferred Stock to elect directors under specified
circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation,
or these By-Laws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares
present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.


 


Section 9.         Inspectors
of Elections; Opening and Closing the Polls.


 


The Board of Directors by resolution shall appoint
one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report
thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate
has been appointed to act or is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging the duties of an inspector, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall have
the duties prescribed by law.


 


The chair of the meeting shall fix and announce
at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at
a meeting.


 


The Chair (or their designee) shall preside as
chair at all meetings of the stockholders. If the Chair is not present and does not designate a presiding officer, the chair of the meeting
shall be the Chief Executive Officer or a person designated by the Chief Executive Officer.


 


Section 10.       Action
Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is 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 of the shares entitled to vote thereon were present and voted, provided that prompt notice of such action shall be given
to those stockholders who have not so consented in writing to such action without a meeting and who would have been entitled to notice
of such meeting.


 


Article III


 


DIRECTORS


 


Section 1.         Number
and Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, the number thereof to be determined
from time to time by resolution of the Board of Directors. Each director shall serve for a term of one year from the date of such director’s
election and until their successor is elected. Directors need not be stockholders.


 






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Section 2.         Resignation
or Removal. Any director may at any time resign by delivering to the Board of Directors their resignation in writing. Any director
or the entire Board of Directors may at any time be removed effective immediately, with or without cause, by the vote, either in person
or represented by proxy, of a majority of the voting power of shares of stock issued and outstanding of the class or classes that elected
such director and entitled to vote at a special meeting held for such purpose or by the written consent of a majority of the voting power
of shares of stock issued and outstanding of the class or classes that elected such director.


 


Section 3.         Vacancies.
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote
of a majority of the remaining directors elected by the stockholders who vote on such directorship, though less than a quorum, or a majority
of the voting power of shares of such stock issued and outstanding and entitled to vote on such directorship at a special meeting held
for such purpose or by the written consent of a majority of the voting power of shares of such stock issued and outstanding. The directors
so chosen shall hold office until the next annual election and until their respective successors are duly elected.


 


Section 4.         Chair
of the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, the Chair shall be elected by the Board
of Directors from their own number. The Chair shall perform such duties and possess such powers as are customarily vested in the office
of the chair of the Board of Directors of a corporation or as may be vested in him or her by the Board of Directors from time to time.
During the time of any vacancy in the office of CEO or in the event of the absence or disability of the CEO, the Chair shall have the
duties and powers of the CEO unless otherwise determined by the Board of Directors or otherwise specified herein. In no event shall any
third party having dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 4 for
the exercise by the Chair of the powers of the CEO. In addition, the Board of Directors may designate by resolution one or more Vice Chairmen
of the Board with such duties as may from time to time be requested by the Board of Directors. The Chair shall preside as chair at all
meetings of the Board of Directors and shall establish agendas for such meetings. In the absence of the Chair, a director selected by
a majority of the directors present shall preside as chairman at such meeting of the Board of Directors.


 


Section 5.         Regular
Meetings. Regular meetings of the Board of Directors shall be held at such dates, times and places as may be designated by the Chair
or as determined from time to time by resolution of the Board, and shall be held at least once each year.


 


Section 6.         Special
Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or a majority of the directors.
The person or persons calling a special meeting of the Board of Directors may fix a place and time within or without the State of Delaware
for holding such meeting.


 


Section 7.         Notice.
Notice of any regular meeting or a special meeting shall be given to each director, either orally, by facsimile or other means of electronic
communication or by hand delivery, addressed to each director at their address as it appears on the records of the Corporation. If notice
be by facsimile or other means of electronic communication, such notice shall be deemed to be adequately delivered when the notice is
transmitted at least twenty-four (24) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least
twenty-four (24) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without
notice if all the directors are present or if those not present waive notice of the meeting in accordance with Article IX of these
By-Laws.


 


Section 8.         Quorum.
At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of
business and, unless otherwise provided in the Certificate of Incorporation or these By- Laws, the affirmative vote of a majority of the
directors present at any meeting at which there is a quorum shall be an act of the Board of Directors. If a quorum is not present at any
meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice, until a quorum shall
be present. A director present at a meeting shall be counted in determining the presence of a quorum, regardless of whether a contract
or transaction between the Corporation and any other corporation, partnership, association, or other organization in which such director
is a director or officer or has a financial interest, is authorized or considered at such meeting.


 






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Section 9.         Action
Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing
or by electronic communication and such written consent or consents and copies of such communication or communications are filed with
the minutes of proceedings of the Board of Directors or committee.


 


Section 10.       Action
by Conference Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.


 


Section 11.       Committees.
The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties
as it thereby confers, to serve at the pleasure of the Board of Directors 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. In the absence or disqualification of any member of
any committee and any alternate member in their place, the member or members of the committee present at the meeting and not disqualified
from voting, whether or not he or they 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.


 


Section 12.       Compensation
of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees may be allowed
like compensation for attending committee meetings.


 


Article IV


 


OFFICERS


 


Section 1.         Number
and Salaries. The officers of the Corporation shall consist of a Chief Executive Officer (the “CEO”), a Secretary,
a Treasurer, and such other officers and agents as may be deemed necessary by the Board of Directors. Any two (2) or more offices
may be held by the same person.


 


Section 2.         Election
and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of
Directors following the stockholders’ annual meeting, and shall serve for a term of one (1) year and until a successor is elected
by the Board of Directors. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any officer appointed by the
Board of Directors may be removed, with or without cause, at any time by the CEO or the Board of Directors. Each officer shall hold office
until their successor is appointed or until their earlier resignation, removal from office, or death. All officers elected by the Board
of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions
of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors
or by any committee thereof. The Board of Directors or any committee thereof may from time to time elect, or the CEO may appoint, such
other officers (including a President, a Chief Financial Officer and one or more Vice Presidents) and such agents, as may be necessary
or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold
their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board of Directors or such committee
or by the CEO, as the case may be.


 


Section 3.         The
Chief Executive Officer. The Board of Directors may elect a CEO. The CEO shall be responsible for the general management of the affairs
of the Corporation and shall perform all duties incidental to their office. The CEO shall be empowered to sign all certificates, contracts
and other instruments of the Corporation, and to do all acts that are authorized by the Board of Directors, and shall, in general, have
such other duties and responsibilities as are assigned consistent with the authority of a Chief Executive Officer of a corporation. The
CEO may be removed, with or without cause, by the Board of Directors.


 






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Section 4.         The
President. The Board of Directors or the CEO may elect a President to have such duties and responsibilities as from time to time may
be assigned to him by the Chair, the CEO or the Board of Directors. The President shall be empowered to sign all certificates, contracts
and other instruments of the Corporation, and to do all acts which are authorized by the CEO or the Board of Directors, and shall, in
general, have such other duties and responsibilities as are assigned consistent with the authority of a President of a corporation.


 


Section 5.         Chief
Financial Officer. The Chief Financial Officer (if any) shall act in an executive financial capacity. The Chief Financial Officer
shall assist the Chair, the CEO and the President in the general supervision of the Corporation’s financial policies and affairs.
The Chief Financial Officer shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do
all acts which are authorized by the CEO or the Board of Directors, and shall, in general, have such other duties and responsibilities
as are assigned consistent with the authority of a Chief Financial Officer of a corporation.


 


Section 6.         Vice
Presidents. The Board of Directors or the CEO may from time to time name one or more Vice Presidents that may include the designation
of Executive Vice Presidents and Senior Vice Presidents all of whom shall perform such duties as from time to time may be assigned to
him or her by the CEO or the Board of Directors.


 


Section 7.         The
Secretary. The Secretary shall keep the minutes of the proceedings of the meetings of the stockholders and of the Board of Directors
(or, in the event of the absence of the Secretary from any such meeting, the chair of such meeting shall designate an officer of the Corporation
to keep such minutes); the Secretary shall give, or cause to be given, all notices in accordance with the provisions of these By-Laws
or as required by law, shall be custodian of the corporate records and of the seal of the Corporation, and, in general, shall perform
such other duties as may from time to time be assigned by the CEO or the Board of Directors.


 


Section 8.         Treasurer.
The Treasurer shall have the custody of the corporate funds and securities, shall keep, or cause to be kept, correct and complete books
and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall
deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors, and in general shall perform all duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the CEO or the Board of Directors.


 


Article V


 


CERTIFICATES OF STOCK


 


Section 1.         Signature
By Officers. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation
by the Chair, the CEO or President, if any (or any Vice President), and by the Treasurer or the Secretary of the Corporation, certifying
the number of shares owned by the stockholder in the Corporation. Shares of stock of the Corporation may be certificated or uncertificated,
as provided under the General Corporation Law of the State of Delaware.


 


Section 2.         Facsimile
Signatures. The signature of the Chair, the CEO, President, Vice President, Treasurer or Secretary may be a facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate
or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers of the Corporation.


 






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Section 3.         Lost
Certificates. The Board of Directors may direct that new certificate(s) be issued by the Corporation to replace any certificate(s) alleged
to have been lost or destroyed, upon its receipt of an affidavit of that fact by the person claiming the certificate(s) of stock
to be lost or destroyed. When authorizing such issue of new certificate(s), the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed certificate(s), or such owner’s legal representative,
to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the certificate(s) alleged to have been lost or destroyed.


 


Section 4.         Transfer
of Stock. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.


 


Section 5.         Closing
of Transfer Books or Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or 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 on which the resolution fixing the record date is adopted and, in
the case of a meeting of stockholders, which record date shall not be more than sixty (60) nor less than ten (10) days before the
date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described;
provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board
of Directors adopts a resolution relating thereto.


 


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.


 


In order that the Corporation may determine the
stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic communication
as permitted by law), the Board of Directors may fix a record date, which 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 be not more than ten (10) days after the date upon
which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action
by the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date shall be the first date
on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by
Article I, Section 10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors
is required by the General Corporation Law of the State of Delaware with respect to the proposed action by consent of the stockholders
without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.


 


Section 6.         Registered
Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. Except as otherwise provided by law, the Corporation shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other
notice thereof.


 






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Article VI


 


CONTRACTS, CHECKS, AND DEPOSITS


 


Section 1.         Contracts.
When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing
officers, the Chair, the CEO, the President, any Vice President, the Treasurer and the Secretary, may execute the same in the name of
and on behalf of the Corporation and may affix the corporate seal thereto.


 


Section 2.         Checks.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.


 


Section 3.         Accounts.
Bank accounts of the Corporation shall be opened, and deposits made thereto, by such officers or other persons as the Board of Directors
may from time to time designate.


 


Article VII


 


DIVIDENDS


 


Section 1.         Declaration
of Dividends. Subject to the provisions, if any, of the Certificate of Incorporation, dividends upon the capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property
or contractual rights, or in shares of the Corporation’s capital stock.


 


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 from time to time, in its absolute discretion, thinks 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
shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner
in which it was created.


 


Article VIII


 


FISCAL YEAR


 


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


 


Article IX


 


WAIVER OF NOTICE


 


Whenever any notice whatever is required to be
given by law, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person or persons entitled to
such notice, or a waiver by electronic communications by such person or persons whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of such meeting, need be specified
in such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where a 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.


 


Article X


 


SEAL


 


The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.


 






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Article XI


 


AMENDMENTS


 


Except as expressly provided otherwise by the General
Corporation Law of the State of Delaware, the Certificate of Incorporation, or other provisions of these By-Laws, these By-Laws may be
altered, amended or repealed and new By-Laws adopted at any regular or special meeting of the Board of Directors by an affirmative vote
of a majority of all directors.


 


Article XII


 


INDEMNIFICATION AND INSURANCE


 


Section 1.         Indemnification.
(A) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that he or a person of whom he is the legal representative is or was, at any time during which this By-Law is in effect (whether
or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought
or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation, or is or was at any such
time serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (each such
person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director,
officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and
loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer or trustee and shall inure to the benefit of their heirs, executors and administrators; provided, however,
that except as provided in paragraph (C) of this By-Law, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors. The right to indemnification conferred in this By-Law shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within
twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances
from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in their capacity as a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking (hereinafter, the “undertaking”) by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further
right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses
under this By-Law or otherwise. The rights conferred upon indemnitees in this By-Law shall be contract rights that vest at the time of
such person’s service to or at the request of the Corporation and such rights shall continue as to an indemnitee who has ceased
to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.


 


(B)          To
obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith
such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to
what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first
sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto
shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request
is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of the Disinterested
Directors (as hereinafter defined), even though less than a quorum, or (ii) by a committee of Disinterested Directors designated
by majority vote of the Disinterested Directors, even though less than a quorum, or (iii) if there are no Disinterested Directors
or the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall
be delivered to the claimant, or (iv) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation.
If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days
after such determination.


 






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(C)          If
a claim under paragraph (A) of this By-Law is not paid in full by the Corporation within thirty (30) days after a written claim pursuant
to paragraph (B) of this By-Law has been received by the Corporation (except in the case of a claim for advancement of expenses,
for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation)
that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware
for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including the Disinterested Directors, Independent Counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he
has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination
by the Corporation (including the Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable
standard of conduct.


 


(D)          If
a determination shall have been made pursuant to paragraph (B) of this By-Law that the claimant is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this By-Law.


 


(E)           The
Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this By-Law that
the procedures and presumptions of this By-Law are not valid, binding and enforceable and shall stipulate in such proceeding that the
Corporation is bound by all the provisions of this By-Law.


 


(F)          The
right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred
in this By-Law (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, By-Laws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot
be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a person’s service
prior to the date of such termination. Any amendment, modification, alteration or repeal of this By-Law that in any way diminishes, limits,
restricts, adversely affects or eliminates any right of an indemnitee or their successors to indemnification, advancement of expenses
or otherwise shall be prospective only and shall not in any way diminish, limit, restrict, adversely affect or eliminate any such right
with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit
or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts,
occurrence, action or omission.


 


(G)          The
Corporation may, to the extent authorized from time to time by the Board of Directors, the Chair or the CEO, grant rights to indemnification,
and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any
current or former employee or agent of the Corporation to the fullest extent of the provisions of this By-Law with respect to the indemnification
and advancement of expenses of current or former directors and officers of the Corporation.


 






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(H)          If
any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any
paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions
of this By-Law (including, without limitation, each such portion of any paragraph of this By-Law containing any such provision held to
be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.


 


(I)            For
purposes of this By-Law:


 


(1)            “Disinterested
Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification
is sought by the claimant.


 


(2)            “Independent
Counsel” means a law firm, a member of a law firm, or an independent practitioner, selected by the Disinterested Directors,
that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct
then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine
the claimant’s rights under this By-Law.


 


(J)           Any
notice, request or other communication required or permitted to be given to the Corporation under this By- Law shall be in writing and
either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail,
postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.


 


Section 2.         Insurance.
The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent
of the Corporation and any current or former director, officer, trustee, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including any person who serves or served in any such capacity with respect to any employee
benefit plan maintained or sponsored by the Corporation, against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.


 


Article XIII


 


EXCLUSIVE FORUM


 


Unless the Corporation consents in writing to the
selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of
the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director,
officer, other employee or agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, including
a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Corporation
or any current or former director, officer, other employee or agent or stockholder of the Corporation arising pursuant to any provision
of the Delaware General Corporation Law or the Certificate of Incorporation or these By-Laws (as either may be amended from time to time),
(iv) any action asserting a claim related to or involving the Corporation or any current or former director, officer, other employee
or agent or stockholder that is governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate
claim” as that term is defined in Section 115 of the Delaware General Corporation Law, shall be the Delaware Court of Chancery
located within the State of Delaware (or, if the Delaware Court of Chancery in the State of Delaware lacks jurisdiction over any such
action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within
the State of Delaware).


 


Unless the Corporation consents in writing to the
selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with
any offering of the Corporation’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter,
expert, control person, or other defendant.


 


Any person or entity purchasing or otherwise acquiring
or obtaining any interest in any security of the Corporation shall be deemed to have notice of and to have consented to the provisions
of this Article XIII.


 






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