Exhibit 3.3

eSOFT, INC.  BYLAWS

Article I
OFFICES

The
registered office of eSoft, Inc. (the "Corporation") in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation
shall have offices a such other places as the board of directors may from time to time determine.

Article II
STOCKHOLDERS

Section 1. Annual Meetings.

The
annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the date and at
the time fixed, from time to time, by the board of directors. Each such annual meeting shall be held at such place, within or without the State of Delaware, as shall be determined by the board of
directors. The day, place and hour of each annual meeting shall be specified in the notice of such annual meeting. Any annual meeting of stockholders may be adjourned from time to time and place to
place until its business is completed.

Section 2.Special Meetings.

Except
as otherwise required by law or by the certificate of incorporation, special meetings of stockholders may be called by the chairman of the board, the president, a vice president
or the board of directors.

Section 3.Stockholder Action.

Any
action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders, and no action shall
be taken by the stockholders by written consent.

Section 4.Notice of Meeting.

Written
notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than
ten nor more than sixty days before the date of the meeting, except as otherwise required by statute or the certificate of incorporation, either personally or by mail, prepaid telegram, telex,
facsimile transmission, cablegram, or radiogram, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to
be given when either handed to the stockholder or delivered to the stockholder's address as it appears on the stock records of the Corporation.

Section 5.Waiver.

Attendance
of a stockholder of the Corporation, either in person or by proxy, at any meeting, whether annual or special, shall constitute a waiver of notice of such meeting, except where
a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to

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the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice of any such meeting signed by a stockholder or stockholders entitled to such notice,
whether before, at or after the time for notice or the time of the meeting, shall be equivalent to notice. Neither the business to be transacted at, nor the purposes of, any meeting need be specified
in any written waiver of notice.

Section 6.Voting List.

The
secretary shall prepare and make available, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any
purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the place of the meeting
during the whole time thereof and may be inspected by any stockholder who is present.

Section 7.Quorum.

Except
as otherwise required by law, the certificate of incorporation or these bylaws, the holders of not less than one-half of the shares entitled to vote at any meeting of
the stockholders, present in person or by proxy, shall constitute a quorum, and the act of the majority of such quorum shall be deemed the act of the stockholders. If a quorum shall fail to attend any
meeting, the chairman of the meeting may adjourn the meeting from time to time, without notice if the time and place are announced at the meeting, until a quorum shall be present. At such 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 8.Record Date.

In
order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting, or at any adjournment of a meeting of stockholders; 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 record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of
directors. The record date for determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournments thereof shall not be more than sixty nor less than
ten days before the date of such meeting. The record date for any other action shall not be more than sixty days prior to such action. If no record date is fixed: (i) the record
date for determining stockholders entitled to notice of or to vote at any meeting shall be the close of business on the day on which notice is given or, if notice is waived by all stockholders, at the
close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating to such other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;provided, however,that the board of directors may fix a new record date for the adjourned
meeting.

Section 9.Voting and Proxies.

At
every meeting of the stockholders, each stockholder shall be entitled to one vote, in person or by proxy, for each share of the capital stock having voting power held by such
stockholder, but no

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proxy shall be voted on after three years from its date unless the proxy provides for a longer period. When a quorum is present at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case such express provision shall govern.

Section 10.Procedure.

The
order of business and all other matters of procedure at every meeting of the stockholders may be determined by the presiding officer.

Article III
DIRECTORS

Section 1. Number.

Except
as otherwise fixed pursuant to the provisions of the certificate of incorporation, the number of directors shall be fixed from time to time exclusively by resolutions adopted by
the board of directors;provided, howeverthat the number of directors shall at no time be less than one and further provided that no decrease in the
number of directors constituting the board of directors shall shorten the term of any incumbent director.

Section 2.Election and Terms.

A
director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and qualified, subject, however, to such director's
prior death, resignation, retirement, disqualification or removal from office.

Section 3.Classes of Directors.

Subject
to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of
directors. At the first annual meeting of stockholders following the adoption and filing of the bylaws, the term of office of the Class I directors shall expire and Class I directors
shall be elected for a full term of three years. At the second annual meeting of stockholders following the adoption and filing of the bylaws, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the adoption and filing of this
Certificate of Incorporation, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding
the foregoing provisions of this Article, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.

Section 4.Vacancies.

Unless
otherwise provided in the Certificate of Incorporation, any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other causes and
any newly created directorships resulting from any increase in the number of directors, shall unless the board of directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the board of directors. Any
director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy occurred and until such director's successor shall
have been elected and qualified. A vacancy in

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the board of directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 5.Resignation.

Any
director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by
the Secretary or at the pleasure of the board of directors. If no such specification is made, it shall be deemed effective at the pleasure of the board of directors. When one or more directors shall
resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the director whose
place shall be vacated and until his successor shall have been duly elected and qualified.

Section 6.Removal.

Subject
to the rights of the holders of any series of Preferred Stock, no director shall be removed without cause. Subject to any limitations imposed by law, the board of directors or
any individual director may be removed from office at any time with cause by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of
voting stock of the corporation, entitled to vote at an election of directors.

Section 7. Regular Meetings.

The
first meeting of each newly elected board of directors elected at the annual meeting of stockholders shall be held immediately after and at the same place as, the annual meeting of
the stockholders, provided a quorum is present, and no notice of such meeting shall be necessary in order to legally constitute the meeting. Regular meetings of the board of directors shall be held at
such times and places as the board of directors may from time to time determine.

Section 8. Special Meetings.

Special
meetings of the board of directors maybe called at any time, at any place and for any purpose by the chairman of the board, the president or the vice president.

Section 9.Notice of Meetings.

Notice
of regular meetings of the board of directors need not be given.

Notice
of every special meeting of the board of directors shall be given to each director at his usual place of business or at such other address as shall have been furnished by him for
such purpose. Such notice shall be properly and timely given if it is: (a) deposited in the United States mail not later than the third calendar day preceding the date of the meeting or
(b) personally delivered, telegraphed, sent by facsimile transmission or communicated by telephone at least twenty-four hours before the time of the meeting. Such notice need
not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 10.Waiver.

Attendance
of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting, except where a director 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. A written waiver of notice signed by a director or directors
entitled to such notice, whether before, at, or after the time for notice or the time of the meeting, shall be equivalent to the giving of such notice.

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Section 11.Quorum.

Except
as may be otherwise provided by law, in the certificate of incorporation, or in these bylaws, the presence of a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the board of directors, and the act of a majority of the directors present at a meeting at which a quorum is present shall be
deemed the act of the board of directors. Less than a quorum may adjourn any meeting of the board of directors from time to time without notice.

Section 12.Participation in Meetings by Telephone.

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 similar 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 13. Powers.

The
business, property and affairs of the Corporation shall be managed by or under the direction of its board of directors, which shall have and may exercise all the powers of the
Corporation to do all such lawful acts and things as are not by law, by the certificate of incorporation or by these bylaws, directed or required to be exercised or done by the stockholders.

Section 14.Action without a Meeting.

Unless
otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or any committee
thereof may be taken without a meeting if written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the board or committee. Any such consent maybe in counterparts and shall be effective on the date of the last signature thereon unless otherwise provided therein.

Article IV
COMMITTEES

Section 1. Designation of Committees.

The
board of directors may establish committees for the performance of delegated or designated functions to the extent permitted by law, each committee to consist of one or more
directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.

Section 2. Committee Powers and Authority

The
board of directors may provide, by resolution or by amendment to these bylaws, that a committee may exercise all the power and authority of the board of directors in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;provided,
however,that a committee may not exercise the power or authority of the board of directors in reference to amending the certificate of incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending these
bylaws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

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Section 3.Committee Procedures.

To
the extent the board of directors or the committee does not establish other procedures for the committee, each committee shall be governed by the procedures established in
Article III, Section 4 (except as they relate to an annual meeting of the board of directors) and Article III, Sections 5, 6, 7, 9, 10, and 11 of these bylaws, as if the
committee were the board of directors.

Article V
OFFICERS

Section 1. Number

The
officers of the Corporation shall be appointed or elected by the board of directors. The officers shall be a chairman of the board, a president and chief executive officer, such
number of vice presidents as the board of directors may from time to time determine, a secretary, and a treasurer. Any person may hold two or more offices at the same time.

Section 2.Additional Officers.

The
board of directors may appoint such other officers as it shall deem appropriate.

Section 3.Term of Office, Resignation.

All
officers, agents and employees of the Corporation shall hold their respective offices or positions at the pleasure of the board of directors and may be removed at any time by the
board of directors with or without cause. Any officer may resign at any time by giving written notice of his resignation to the
chief executive officer, the president or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any
office shall be filled by the board of directors.

Section 4. Duties.

The
officers of the Corporation shall perform the duties and exercise the powers as may be assigned to them from time to time by the board of directors or the president and chief
executive officer. In the absence of such assignment, the officers shall have the duties and powers described in Sections 5 through 10 of this Article.

Section 5.Chairman of the Board.

The
chairman of the board shall preside at all meetings of the stockholders and directors at which he is present. In the event of a vacancy in the office of president, or in the event of
the absence, disability or inability or refusal to act of the president, the chairman of the board shall perform the duties and exercise the powers of the president, including the duties and powers of
the chief executive officer of the Corporation. The board of directors may delegate such other authority and assign such additional duties to the chairman of the board as it may from time to time
determine.

Section 6.President and Chief Executive Officer.

The
president shall be the chief executive officer of the Corporation and, subject to the direction and control of the board of directors shall manage the business of the Corporation.
The president may execute contracts, deeds and other instruments on behalf of the Corporation. In the absence of the chairman of the board or in the event of his disability, inability or refusal to
act, the president shall perform the duties and exercise the power of the chairman of the board. The president shall have full authority on behalf of the Corporation to attend any meeting, give any
waiver, cast any vote, grant any discretionary or directed proxy to any person, and exercise any other rights of ownership with respect to any shares of capital stock or other securities held by the
Corporation and issued by any other corporation or with respect to any partnership, trust or similar interest held by the Corporation.

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Section 7.Vice President.

Each
vice president, if any, shall perform such functions as maybe prescribed by the board of directors, the chairman of the board, the president or any executive vice president. Each
vice president may execute contracts, deeds and other instruments on behalf of the Corporation. In the event of vacancies in the offices of chairman of the board and president, or in the event of the
absence, disability or inability or refusal to act of the chairman of the board and the president, the vice president, or in the event that there is more than one vice president, the vice presidents
in order of designation by the board of directors, shall perform the duties and exercise the powers of the president.

Section 8.Secretary.

The
secretary shall give, or cause to be given, notice of all meetings of the stockholders and, upon the request of a person entitled to call a special meeting of the board of directors,
he shall give notice of any such special meeting. He shall keep the minutes of all meetings of the stockholders, the board of directors or any committee established by the board of directors. The
secretary shall be responsible for the maintenance of all records of the Corporation and may attest documents on behalf of the Corporation. The secretary shall perform such other duties as the board,
the chairman of the board, the president or any vice president may from time to time prescribe or delegate to him.

Section 9.Treasurer.

The
treasurer shall be responsible for the control of the funds of the Corporation and the custody of all securities owned by the Corporation. The treasurer shall perform such other
duties as the board, the chairman of the board, the president or any vice president may from time to time prescribe or delegate to him.

Section 10.Assistant Officers.

The
board of directors or the president may appoint such assistant officers, including assistant secretary and assistant treasurer as the board of directors or the president deem
appropriate, and each such person may be authorized to perform the duties and exercise the powers of the officer to which the person is a designated assistant, with such limitations therein as the
board of directors or the president, as applicable, shall designate, and shall have such other powers as the board of directors or the president shall prescribe in writing.

Section 11.Compensation.

Officers
shall receive such compensation, if any, for their services as may be authorized or ratified by the board of directors. Election or appointment as an officer shall not of itself
create a right to compensation for services performed as such officer.

Article VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1.Directors and Officers.

Subject
to the certificate of incorporation and the other sections of this Article, the Corporation shall indemnify, to the fullest extent permitted by, and in the manner
permissible under, the laws of the State of Delaware in effect on the date hereof and as amended from time to time, any person who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement actually and reasonably incurred by him in connection with

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such action, suit or proceeding, including any action, suit or proceeding by or in the right of the Corporation (a "Proceeding"). The Corporation shall advance all reasonable expenses incurred by or
on behalf of any such person in connection with any Proceeding within ten days after the receipt by the Corporation of a statement or statements from such person requesting such advance or
advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by such person and, if such
person is an officer or director of the Corporation, shall include or be preceded or accompanied by an undertaking by or on behalf of such person to repay any expenses advanced if it shall ultimately
be determined that such person is not entitled to be indemnified against such expenses. Costs, charges or expenses of investigating or defending Proceedings for which indemnity shall be sought
hereunder may be incurred without the Corporation's consent provided that no settlement of any such Proceeding may be made without the Corporation's consent, which consent shall not be unreasonably
withheld.

Section 2.Determination of Right to Indemnification.

a.    Any
indemnification requested by any person under Section 1 of this Article shall be made no later than forty-five days after receipt of
the written request of such person unless a determination is made within said forty-five day period: (i) by a majority vote of directors who are not parties to such Proceedings, or
(ii) in the event a quorum of non-involved directors is not obtainable, at the election of
the Corporation, by independent legal counsel in a written opinion, that such person is not entitled to indemnification hereunder.

b.    Notwithstanding
a determination under Section 2(a) above that any person is not entitled to indemnification with respect to a Proceeding, such person shall
have the right to apply to any court of competent jurisdiction for the purpose of enforcing such person's right to indemnification pursuant to these bylaws. Neither the failure of the Corporation
(including its board of directors or independent legal counsel) to have made a determination prior to the commencement of such action that such person is entitled to indemnification hereunder, nor an
actual determination by the Corporation (including its board of directors or independent legal counsel) that such person is not entitled to indemnification hereunder, shall be a defense to the action
or create any presumption that such person is not entitled to indemnification hereunder.

c.    The
Corporation shall indemnify any person against all expenses incurred in connection with any hearing or Proceeding under this Section 2 if such person prevails
on the merits or otherwise in such Proceeding.

Section 3.Subrogation.

In
the event of payment under these bylaws, the indemnifying party or parties shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified person
therefore and such indemnified person shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to
enable the indemnifying party or parties to effectively bring suit to enforce such rights.

Section 4.Presumptions and Effect of Certain Proceedings.

a.    In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that such
person is entitled to indemnification under this Article, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption.

b.    The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea ofnolo
contendereor its equivalent, shall not (except as otherwise expressly provided in these Bylaws) of itself adversely affect the right of any person to

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indemnification or create a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation or,
with respect to any criminal Proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 5.Exception to Right of Indemnification or Advancement of Expenses.

Notwithstanding
any other provision of these bylaws, no person shall be entitled to indemnification or advancement of expenses under these bylaws with respect to any Proceeding brought
by such person, unless the bringing of such Proceeding or making of such claim shall have been approved by the board of directors.

Section 6. Contract.

The
foregoing provisions of this Article shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this
bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding
theretofore or thereafter brought based in whole or in part upon any such state of facts.

The
foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article.

Section 7.Surviving Corporation

The
board of directors may provide by resolution that references to "the Corporation" in this Article shall include, in addition to this Corporation, all constituent corporations
absorbed in a merger with this Corporation so that any person who was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a
director, employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position under the provisions of this Article with
respect to this Corporation as he would if he had served this Corporation in the same capacity or is or was so serving such other entity at the request of this Corporation, as the case may be.

Section 8.Inurement.

The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such person.

Section 9. Employees and Agents.

To
the same extent as it may do for a director or officer, the Corporation may indemnify and advance expenses to a person who is not and was not a director or officer of the Corporation
but who is or was an employee or agent of the Corporation.

Article VII
CAPITAL STOCK

Section
1.Certificates.

Each
stockholder of the Corporation shall be entitled to a certificate or certificates signed by or in the name of the Corporation by the chairman of the board, the president or a vice
president, and by the secretary or an assistant secretary, certifying the number of shares of stock of the Corporation owned by such stockholder. Any or all the signatures on the certificate may be a
facsimile.

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Section 2.Facsimile Signatures.

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 is issued, it may be issued by the Corporation with the same effect as if he, she or it was such officer, transfer agent or registrar at the date of issue.

Section 3.Registered Stockholders.

The
Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has actual or other notice thereof, except as provided by law.

Section 4.Cancellation of Certificates.

All
certificates surrendered to the Corporation shall be cancelled and, except in the case of lost, stolen or destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of stock have been surrendered and cancelled.

Section 5.Lost, Stolen or Destroyed Certificates.

The
board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. In its discretion, and as a condition
precedent to the issuance of any such new certificate or certificates, the board of directors may require that the owner of such lost, stolen or destroyed certificate or certificates, or such person's
legal representative, give the Corporation and its transfer agent or agents, registrar or registrars a bond in such form and amount as the board of directors may direct as indemnity against any claim
that maybe made against the Corporation and its transfer agent or agents, registrar or registrars on account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.

Section 6.Transfer of Shares.

Shares
of stock shall be transferable on the books of the Corporation by the holder thereof, in person or by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with such proof or guarantee of the authenticity of the signature as the Corporation or its agents may reasonably require.

Section 7.Transfer Agents and Registrars.

The
Corporation may have one or more transfer agents and one or more registrars of its stock, whose respective duties the board of directors may, from time to time, define. No
certificate of stock shall be valid until countersigned by a transfer agent, if the Corporation shall have a transfer agent, or until registered by the registrar, if the Corporation shall have a
registrar. The duties of transfer agent and registrar may be combined.

Article VIII
SEAL

The
board of directors may adopt and provide a seal which shall be circular in form and shall bear the name of the Corporation and the words "Seal" and "Delaware," and which, when
adopted shall constitute the corporate seal of the Corporation.

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Article IX
FISCAL YEAR

The
fiscal year for the Corporation shall be established by resolution of the board of directors.

Article X
AMENDMENTS

Subject
to the provisions of the certificate of incorporation, these bylaws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting
thereof duly called for that purpose) by a vote of at least two-thirds of the outstanding shares of the Company, provided that in the notice of such special meeting, notice of such purpose
shall be given. Subject to the laws of the State of Delaware, the certificate of incorporation and these bylaws, the board of directors may, by majority vote of those present at any meeting at which a
quorum is present, amend these bylaws or enact such other bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.

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