Exhibit 3.02

AMENDED AND RESTATED BYLAWS OF

REACHLOCAL, INC.

(a Delaware corporation)



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TABLE OF CONTENTS



|                                      |  |                                                                 |    |  |    | 
|------------------------------------- |  | --------------------------------------------------------------- | -- |  | -- | 
|                                      |  | Page                                                            |   
|                                      | 
|ARTICLE I - CORPORATE OFFICES         |  |                                                                 | 1  | 
|                                      |  |                                                                
|1.1                                   |  | REGISTERED OFFICE                                               |    |  | 1  | 
|1.2                                   |  | OTHER OFFICES                                                   |    |  | 1  | 
|                                      | 
|ARTICLE II - MEETINGS OF STOCKHOLDERS |  |                                                                 | 1  | 
|                                      |  |                                                                
|2.1                                   |  | PLACE OF MEETINGS                                               |    |  | 1  | 
|2.2                                   |  | ANNUAL MEETING                                                  |    |  | 1  | 
|2.3                                   |  | SPECIAL MEETING                                                 |    |  | 1  | 
|2.4                                   |  | ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING |    |  | 1  | 
|2.5                                   |  | ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS          |    |  | 6  | 
|2.6                                   |  | NOTICE OF STOCKHOLDERS MEETINGS                                |    |  | 9  | 
|2.7                                   |  | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                    |    |  | 9  | 
|2.8                                   |  | QUORUM                                                          |    |  | 9  | 
|2.9                                   |  | ADJOURNED MEETING; NOTICE                                       |    |  | 10 | 
|2.10                                  |  | CONDUCT OF BUSINESS                                             |    |  | 10 | 
|2.11                                  |  | VOTING                                                          |    |  | 11 | 
|2.12                                  |  | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING         |    |  | 11 | 
|2.13                                  |  | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING                      |    |  | 11 | 
|2.14                                  |  | PROXIES                                                         |    |  | 12 | 
|2.15                                  |  | LIST OF STOCKHOLDERS ENTITLED TO VOTE                           |    |  | 12 | 
|2.16                                  |  | INSPECTORS OF ELECTION                                          |    |  | 13 | 
|                                      | 
|ARTICLE III - DIRECTORS               |  |                                                                 | 14 | 
|                                      |  |                                                                
|3.1                                   |  | POWERS                                                          |    |  | 14 | 
|3.2                                   |  | NUMBER OF DIRECTORS                                             |    |  | 14 | 
|3.3                                   |  | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS         |    |  | 14 | 
|3.4                                   |  | RESIGNATION AND VACANCIES                                       |    |  | 14 | 
|3.5                                   |  | PLACE OF MEETINGS; MEETINGS BY TELEPHONE                        |    |  | 14 | 
|3.6                                   |  | REGULAR MEETINGS                                                |    |  | 15 | 
|3.7                                   |  | SPECIAL MEETINGS; NOTICE                                        |    |  | 15 | 
|3.8                                   |  | QUORUM                                                          |    |  | 15 | 
|3.9                                   |  | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING               |    |  | 16 | 
|3.10                                  |  | FEES AND COMPENSATION OF DIRECTORS                              |    |  | 16 | 
|3.11                                  |  | REMOVAL OF DIRECTORS                                            |    |  | 16 | 
|                                      | 
|ARTICLE IV - COMMITTEES               |  |                                                                 | 16 | 
|                                      |  |                                                                
|4.1                                   |  | COMMITTEES OF DIRECTORS                                         |    |  | 16 | 
|4.2                                   |  | COMMITTEE MINUTES                                               |    |  | 17 | 
|4.3                                   |  | MEETINGS AND ACTION OF COMMITTEES                               |    |  | 17 | 
|                                      | 
|ARTICLE V - OFFICERS                  |  |                                                                 | 17 | 
|                                      |  |                                                                
|5.1                                   |  | OFFICERS                                                        |    |  | 17 | 
|5.2                                   |  | APPOINTMENT OF OFFICERS                                         |    |  | 18 | 
|5.3                                   |  | SUBORDINATE OFFICERS                                            |    |  | 18 | 
|5.4                                   |  | REMOVAL AND RESIGNATION OF OFFICERS                             |    |  | 18 | 



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TABLE OF CONTENTS

(continued)



|                                                 |  |                                                  |    |      |    | 
|------------------------------------------------ |  | ------------------------------------------------ | -- | ---- | -- | 
|                                                 |  |                                                  |    | Page |   
|                                                 |  |                                                 
|5.5                                              |  | VACANCIES IN OFFICES                             |    |      | 18 | 
|5.6                                              |  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS   |    |      | 18 | 
|5.7                                              |  | AUTHORITY AND DUTIES OF OFFICERS                 |    |      | 19 | 
|                                                 | 
|ARTICLE VI - RECORDS AND REPORTS                 |  |                                                  | 19 |     
|                                                 |  |                                                 
|6.1                                              |  | MAINTENANCE AND INSPECTION OF RECORDS            |    |      | 19 | 
|6.2                                              |  | INSPECTION BY DIRECTORS                          |    |      | 19 | 
|                                                 | 
|ARTICLE VII - GENERAL MATTERS                    |  |                                                  | 19 |     
|                                                 |  |                                                 
|7.1                                              |  | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS |    |      | 19 | 
|7.2                                              |  | ISSUANCE OF STOCK                                |    |      | 20 | 
|7.3                                              |  | STOCK CERTIFICATES; PARTLY PAID SHARES           |    |      | 20 | 
|7.4                                              |  | SPECIAL DESIGNATION ON CERTIFICATES              |    |      | 20 | 
|7.5                                              |  | LOST CERTIFICATES                                |    |      | 20 | 
|7.6                                              |  | CONSTRUCTION; DEFINITIONS                        |    |      | 21 | 
|7.7                                              |  | DIVIDENDS                                        |    |      | 21 | 
|7.8                                              |  | FISCAL YEAR                                      |    |      | 21 | 
|7.9                                              |  | SEAL                                             |    |      | 21 | 
|7.10                                             |  | TRANSFER OF STOCK                                |    |      | 21 | 
|7.11                                             |  | STOCK TRANSFER AGREEMENTS                        |    |      | 22 | 
|7.12                                             |  | REGISTERED STOCKHOLDERS                          |    |      | 22 | 
|7.13                                             |  | WAIVER OF NOTICE                                 |    |      | 22 | 
|7.14                                             |  | EVIDENCE OF AUTHORITY                            |    |      | 22 | 
|7.15                                             |  | CERTIFICATE OF INCORPORATION                     |    |      | 22 | 
|7.16                                             |  | RELIANCE UPON BOOKS, REPORTS AND RECORDS         |    |      | 22 | 
|7.17                                             |  | STOCKHOLDER RIGHTS PLAN                          |    |      | 23 | 
|                                                 | 
|ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION |  |                                                  | 23 |     
|                                                 |  |                                                 
|8.1                                              |  | NOTICE BY ELECTRONIC TRANSMISSION                |    |      | 23 | 
|8.2                                              |  | DEFINITION OF ELECTRONIC TRANSMISSION            |    |      | 24 | 
|                                                 | 
|ARTICLE IX - INDEMNIFICATION                     |  |                                                  | 24 |     
|                                                 |  |                                                 
|9.1                                              |  | INDEMNIFICATION OF DIRECTORS AND OFFICERS        |    |      | 24 | 
|9.2                                              |  | INDEMNIFICATION OF OTHERS                        |    |      | 24 | 
|9.3                                              |  | PREPAYMENT OF EXPENSES                           |    |      | 25 | 
|9.4                                              |  | DETERMINATION; CLAIM                             |    |      | 25 | 
|9.5                                              |  | INDEMNIFICATION CONTRACTS                        |    |      | 25 | 
|9.6                                              |  | NON-EXCLUSIVITY OF RIGHTS                        |    |      | 25 | 
|9.7                                              |  | INSURANCE                                        |    |      | 25 | 
|9.8                                              |  | OTHER INDEMNIFICATION                            |    |      | 26 | 
|9.9                                              |  | CONTINUATION OF INDEMNIFICATION                  |    |      | 26 | 
|                                                 | 
|ARTICLE X - AMENDMENTS                           |  |                                                  | 26 |     



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AMENDED AND RESTATED

BYLAWS OF

REACHLOCAL, INC.





ARTICLE I -
CORPORATE OFFICES



| | 1.1 | REGISTERED OFFICE.
| | --- | ------------------

The
registered office of ReachLocal, Inc. (the Corporation) shall be fixed in the Corporations certificate of incorporation, as the same may be amended from time to time.



| | 1.2 | OTHER OFFICES.
| | --- | --------------

The
Corporations board of directors (the Board) may at any time establish other offices at any place or places.

ARTICLE II - MEETINGS OF STOCKHOLDERS



| | 2.1 | PLACE OF MEETINGS.
| | --- | ------------------

Meetings of
stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the DGCL). In the absence of any such designation or determination, stockholders meetings
shall be held at the Corporations principal executive office.



| | 2.2 | ANNUAL MEETING.
| | --- | ---------------

The Board shall
designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of this Article II may be transacted.



| | 2.3 | SPECIAL MEETING.
| | --- | ----------------

Special
meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not
be called by any other person or persons.

No business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.



| | 2.4 | ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING
| | --- | ---------------------------------------------------------------

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting,



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business must be (a) brought before the meeting by the Corporation and specified in the notice of meeting given by or at the direction of the Board, (b) brought before the meeting by or
at the direction of the Board or any committee thereof or (c) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different,
on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is
entitled to vote at the meeting and (C) has complied with this Section 2.4 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (as so amended and inclusive of such rules and regulations, the Exchange Act), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (c) shall be the
exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only
matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Article II, Section 2.3 of these bylaws. Stockholders seeking to
nominate persons for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 of these bylaws.

(ii) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the
stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by
this Section 2.4, and any such proposed business must constitute a proper matter for stockholder action. 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 ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding years annual meeting; provided, however, that if the date of the annual meeting is more
than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than one hundred twentieth (120th) and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth
(10th) day following the day on which public
disclosure of the date of such annual meeting was first made (such notice within such time periods, Timely Notice). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new
time period for the giving of Timely Notice as described above.

(iii) To be in proper form for purposes of this
Section 2.4, a stockholders notice to the Secretary shall set forth:

(a) As to each Proposing
Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporations books and records), (B) the class or series and number of shares of the
Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially
own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, and (D) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group
which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporations



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outstanding capital stock required to approve the business proposal and/or (b) otherwise to solicit proxies or votes from stockholders in support of such business proposal (the disclosures
to be made pursuant to the foregoing clauses (A) through (D) are referred to as Stockholder Information);

(b) As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which
is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the
price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any
class or series of the Corporation (Synthetic Equity Interests), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such
shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that
hedge or mitigate the economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the
Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the Corporation,
(C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called stock borrowing agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or
effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such
Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the
Corporation (Short Interests), (D) any rights to dividends on the shares of any class or series of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the
Corporation, (E) any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any
Synthetic Equity Interests or Short Interests, if any, (F)(x) if such Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Person responsible for the formulation of and decision to
propose the business to be brought before the meeting (such person or persons, the Responsible Person), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity
holders or other beneficiaries of such Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or
beneficial holder of the



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shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, and
(y) if such Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by any other record or beneficial holder
of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, (G) any significant equity interests or any
Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Persons, (H) any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the
Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) any pending or threatened litigation in which such Proposing Person
is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material transaction occurring during the prior twelve (12) months between such Proposing
Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (K) a summary of any material discussions regarding the business proposed to be brought before the
meeting (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series of the Corporation (including their names) and
(L) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in
support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (L) are referred to as Disclosable
Interests); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a
Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably
brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal
or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment) and (C) a reasonably detailed
description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such
business by such stockholder.

(iv) For purposes of this Section 2.4, the term Proposing Person shall
mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought
before the annual meeting is made, (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder or beneficial owner and (iv) any other person with whom
such stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

(v) A person shall be deemed to be Acting in Concert with another person for purposes of these bylaws if such person knowingly acts (whether or not pursuant to an express agreement,
arrangement or understanding) in concert with, or towards a common goal relating to the management,



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governance or control of the Corporation in parallel with, such other person where (A) each person is conscious of the other persons conduct or intent and this awareness is an element
in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether
publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a
result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, the Section 14(a) of the Exchange Act by way of a proxy or consent
solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(vi) A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten
(10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later
than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not later than eight (8) business days prior to the date for
the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement
required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vii)
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 2.4. The presiding officer of the meeting shall have the power and duty to, if the facts
warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she 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 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual
meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this
Section 2.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of stockholders.

(viii) This Section 2.4 is expressly intended to apply to any business
proposed to be brought before an annual meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought
before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request
inclusion of proposals in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act.



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(ix) For purposes of these bylaws, public disclosure shall mean disclosure in a
press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(x) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.4; provided however, that any references in these bylaws to the Exchange Act or the rules and regulations
promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any other business to be considered pursuant to this Section 2.4 (including paragraphs (i)(c) hereof), and compliance with paragraphs
(i)(c) of this Section 2.4 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the third sentence of (i), business brought properly under and in compliance with Rule 14a-8 of
the Exchange Act, as may be amended from time to time). Nothing in this Section 2.4 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporations proxy statement pursuant to applicable rules
and regulations promulgated under the Exchange Act.



| | 2.5 | ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.
| | --- | -------------------------------------------------------

(i) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at
the direction of the person calling such special meeting) may be made at such meeting only (a) pursuant to the corporations notice of meeting (or any supplement thereto), (b) by or at the direction of the Board, including by any
committee or persons appointed by the Board, or (c) by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made,
only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and upon
such election and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (c) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board to be
considered by the stockholders at an annual meeting or special meeting.

(ii) Without qualification, for a
stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof in writing and in proper form
to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. Without qualification, if the election of directors is a matter specified in the
notice of meeting given by or at the direction of the person calling such special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (a) provide
timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by
this Section 2.5. To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred
twentieth (120th) day prior to such special meeting
and not later than the ninetieth (90th) day prior to
such special meeting or, if later, the tenth
(10th) day following the day on which public
disclosure (as defined in Section 2.4(ix) of these bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new
time period for the giving of a stockholders notice as described above.



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(iii) Notwithstanding anything in the second sentence of paragraph (ii)(a) of this
Section 2.5 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at the annual meeting is increased effective after the time period for which nominations would otherwise be due
under paragraph (ii)(a) of this Section 2.5 and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding
years annual meeting, a stockholders notice required by this Section 2.5 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public disclosure is first made by the Corporation.

(iv) To be in proper form for purposes of this Section 2.5, a stockholders notice to the Secretary shall set forth:

(a) As to each Nominating Person (as defined below), the Stockholder Information (as defined in
Section 2.4(iii)(a) of these bylaws) except that for purposes of this Section 2.5, the term Nominating Person shall be substituted for the term Proposing Person and nomination shall be substituted for
the term business in all places it appears in Section 2.4(iii)(a);

(b) As to each Nominating
Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term Nominating Person shall be substituted for the term Proposing Person in all places it
appears in Section 2.4(iii)(b) and the disclosure in clause (L) of Section 2.4(iii)(b) shall be made with respect to the election of directors at the meeting);

(c) As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information
with respect to such proposed nominee that would be required to be set forth in a stockholders notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed
nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act
(including such proposed nominees written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, his or her respective affiliates and
associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in Section 2.4(v) of these bylaws), on the other hand, including, without limitation,
all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the registrant for purposes of such rule and the proposed nominee were a director or executive officer
of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as Nominee Information), and (D) a completed and signed questionnaire, representation and agreement as
provided in Section 2.5(vii); and

(d) The Corporation may require any proposed nominee to furnish such
other information (A) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the



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Corporation in accordance with the Corporations Corporate Governance Guidelines or (B) that could be material to a reasonable stockholders understanding of the independence or
lack of independence of such proposed nominee.

(v) For purposes of this Section 2.5, the term Nominating
Person shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed
to be made at the meeting is made, (iii) any affiliate or associate of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or such beneficial owner (or any of their respective affiliates or associates)
is Acting in Concert.

(vi) A stockholder providing notice of any nomination proposed to be made at a meeting shall further
update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for notice of the meeting and as of the
date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the
Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not later than eight (8) business days
prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update
and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vii) Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 2.5. The
presiding officer at the meeting shall have the power and duty, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare such
determination to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
For purposes of this Section 2.5, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder
or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or
electronic transmission, at the meeting of stockholders.

(viii) To be eligible to be a nominee for election as a director of
the Corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.5) to the Secretary at the principal executive offices of the Corporation a written questionnaire
with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in form provided by the Secretary upon written
request) that such proposed nominee (A) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if
elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such
proposed nominees ability to comply, if elected as a director of the Corporation, with such proposed



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nominees fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the
Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (C) in such proposed nominees
individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly
disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(ix) Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 2.5; provided however, that any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any
requirements applicable to nominations to be considered pursuant to this Section 2.5 (including paragraphs (i)(c) hereof), and compliance with paragraphs (i)(c) of this Section 2.5 shall be the exclusive means for a stockholder to make
nominations.



| | 2.6 | NOTICE OF STOCKHOLDERS MEETINGS.
| | --- | ---------------------------------

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or
Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to
notice of the meeting. The notice shall specify the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders
entitled to notice 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 the case of a special meeting, the purpose or purposes for
which the meeting is called.



| | 2.7 | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
| | --- | ---------------------------------------------

Notice of any meeting of stockholders shall be deemed given:

(i) if mailed, when
deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporations records; or

(ii) if electronically transmitted as provided in Section 8.1 of these bylaws.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic
transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.



| | 2.8 | QUORUM.
| | --- | -------

Unless otherwise
provided by law, the certificate of incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders,



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then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally noticed. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the
Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.



| | 2.9 | ADJOURNED MEETING; NOTICE.
| | --- | --------------------------

Any
meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these bylaws by the chairperson of the meeting or, in the absence of such person, by any officer entitled to
preside at or to act as Secretary of such meeting, or by the holders of a majority of the shares of stock present or represented at the meeting and entitled to vote, although less than a quorum. When a meeting is adjourned to another time or place,
unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled
to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders
entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.



| | 2.10 | CONDUCT OF BUSINESS.
| | ---- | --------------------

Meetings of
stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the
absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the
chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of business. Unless otherwise approved by the chairperson of the meeting, attendance at the stockholders meeting is restricted to stockholders of record, persons authorized in accordance with Section 2.14 of these
bylaws to act by proxy, and officers of the Corporation. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with
such rules and regulations as adopted by the Board of Directors, the chairperson shall also conduct the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with
respect to such procedural matters with fairness and good faith toward all those entitled to take part. Without limiting the foregoing, the chairperson may (a) restrict attendance at any time to bona fide stockholders of record and their
proxies and other persons in attendance at the invitation of the presiding officer or Board, (b) restrict use of audio or video recording devices at the



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meeting, and (c) impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder. Should any person in attendance become
unruly or obstruct the meeting proceedings, the chairperson shall have the power to have such person removed from the meeting. Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at a meeting except in accordance
with the procedures set forth in this Section 2.10 and Section 2.4 above. The chairperson of a meeting may determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the
provisions of this Section 2.10 and Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.



| | 2.11 | VOTING.
| | ---- | -------

The stockholders
entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock)
and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided
in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder, which has voting power upon the matter in question.

At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be
sufficient to elect a director. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of
any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock
of the Corporation which are present in person or by proxy and entitled to vote thereon. All voting, except on the election of directors and where otherwise prohibited by law, may be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his, her or its proxy, a vote by ballot shall be taken. Each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the
meeting.



| | 2.12 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
| | ---- | --------------------------------------------------------

Subject to the rights of the holders of any series of preferred stock then outstanding, 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 the stockholders of the Corporation, and the taking of any action by written consent of the stockholders is specifically denied.



| | 2.13 | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.
| | ---- | -------------------------------------------

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix, in advance, a record date, which record date
shall not precede the date on which the resolution fixing the record date is adopted and which shall unless otherwise required by law not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of
Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination.



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If the Board does not so fix a record date:

(i) 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.

(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
adopts the 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as
the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(a) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be
more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.



| | 2.14 | PROXIES.
| | ---- | --------

Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure
established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of a telegram, cablegram or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the
telegram, cablegram or other means of electronic transmission was authorized by the stockholder.



| | 2.15 | LIST OF STOCKHOLDERS ENTITLED TO VOTE.
| | ---- | --------------------------------------

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day
before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporations principal executive office. In the



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event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the
meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.



| | 2.16 | INSPECTORS OF ELECTION.
| | ---- | -----------------------

Before
any meeting of stockholders, the Board may, and shall if required by law, appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The number of inspectors shall be either one
(1) or three (3). The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the
meeting may, and upon the request of any stockholder or a stockholders proxy shall, appoint a person to fill that vacancy. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the best of his or her ability.

Such inspectors
shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the
meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii) certify their determination
of the number of shares outstanding represented at the meeting;

(iii) receive votes or ballots;

(iv) hear, determine and retain for a reasonable period of record of the disposition of all challenges and questions in any way arising
in connection with the right to vote;

(v) count and tabulate all votes;

(vi) determine when the polls shall close;

(vii) determine and certify the result; and

(viii) do any other acts that may be
proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their
duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision,
act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.



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ARTICLE III - DIRECTORS



| | 3.1 | POWERS.
| | --- | -------

Subject to the
provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the Board. In the event of a vacancy in the Board, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is
filled.



| | 3.2 | NUMBER OF DIRECTORS.
| | --- | --------------------

Subject to
the rights of any series of preferred stock then outstanding to elect additional directors under specified circumstances, the number of directors which shall constitute the whole Board initially shall be seven, and, thereafter shall be fixed
exclusively by one or more resolutions adopted from time to time by a majority of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that directors term of office expires.



| | 3.3 | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
| | --- | --------------------------------------------------------

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such
directors successor is elected and qualified or until such directors earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of
incorporation or these bylaws may prescribe other qualifications for directors.



| | 3.4 | RESIGNATION AND VACANCIES.
| | --- | --------------------------

Any
director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. When one or more directors so resigns and the resignation is 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 as provided in this
section in the filling of other vacancies.

Subject to the rights of the holders of any series of preferred stock then
outstanding, any vacancies on the Board resulting from death, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board determines by resolution that
any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, 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, and not by the stockholders. 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 was created or occurred and until such directors
successor shall have been elected and qualified.



| | 3.5 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
| | --- | -----------------------------------------

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.



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Unless otherwise restricted by the certificate of incorporation or these bylaws, members of
the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.



| | 3.6 | REGULAR MEETINGS.
| | --- | -----------------

Regular
meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual
meeting of stockholders.



| | 3.7 | SPECIAL MEETINGS; NOTICE.
| | --- | -------------------------

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive
officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of
special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that directors address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on
the Corporations records.

If the notice is (i) delivered personally by hand, by courier or by telephone,
(ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited
in the United States mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal executive office) nor the
purpose of the meeting.



| | 3.8 | QUORUM.
| | --- | -------

At all meetings of the
Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as
may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or at a meeting of a committee which authorizes a particular contract or
transaction.



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A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.



| | 3.9 | BOARD ACTION BY WRITTEN CONSENT 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, or of any committee thereof, may be taken without
a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.



| | 3.10 | FEES AND COMPENSATION OF DIRECTORS.
| | ---- | -----------------------------------

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. No such payment shall preclude any director from
serving the Corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.



| | 3.11 | REMOVAL OF DIRECTORS.
| | ---- | ---------------------

Subject to
the rights of the holders of any series of preferred stock then outstanding, the Board or any individual director may be removed from office at any time for 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 (the Voting Stock). For purposes of this Article III, cause shall mean (i) the directors conviction (treating
a nolo contendere plea as a conviction) of a felony involving (a) moral turpitude or (b) a violation of federal or state securities laws, but specifically excluding any conviction based entirely on vicarious liability; (ii) the
directors commission of any material act of dishonesty resulting or intended to result in material personal gain or enrichment of such director at the expense of the Corporation or any of its subsidiaries; (iii) the directors fraud
or intentional misrepresentation, including falsifying use of funds and intentional misstatements made in financial statements, books, records or reports to stockholders or governmental agencies; (iv) the directors material violation of
any agreement between the director and the Corporation; (v) the directors knowingly causing the Corporation to commit violations of applicable law (including by failure to act) or (vi) the director being adjudged legally incompetent
by a court of competent jurisdiction.

No reduction of the authorized number of directors shall have the effect of removing
any director prior to the expiration of such directors term of office.

ARTICLE IV - COMMITTEES



| | 4.1 | COMMITTEES OF DIRECTORS.
| | --- | ------------------------

The
Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) 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



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thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board 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 that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.



| | 4.2 | COMMITTEE MINUTES.
| | --- | ------------------

Each
committee shall keep regular minutes of its meetings and report the same to the Board when required.



| | 4.3 | MEETINGS AND ACTION OF COMMITTEES.
| | --- | ----------------------------------

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.8
(quorum);

(v) Section 7.13 (waiver of notice); and

(vi) Section 3.9 (action without a meeting),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V - OFFICERS



| | 5.1 | OFFICERS.
| | --- | ---------

The officers of the
Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief



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executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one
(1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.



| | 5.2 | APPOINTMENT OF OFFICERS.
| | --- | ------------------------

The
Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. No
stockholder shall be entitled to appoint any officers.



| | 5.3 | SUBORDINATE OFFICERS.
| | --- | ---------------------

The Board
may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall
hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. No stockholder shall be entitled to appoint any officers.



| | 5.4 | REMOVAL AND RESIGNATION OF OFFICERS.
| | --- | ------------------------------------

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, only by an affirmative vote of the majority of the Board at any
regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. No stockholder shall be entitled to remove any officer.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a party.



| | 5.5 | VACANCIES IN OFFICES.
| | --- | ---------------------

Any
vacancy occurring in any office of the Corporation shall be filled only by the Board or as provided in Section 5.2. No stockholder shall be entitled to appoint any officers.



| | 5.6 | REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
| | --- | -----------------------------------------------

The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the president or a
vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may
be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.



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| | 5.7 | AUTHORITY AND DUTIES OF OFFICERS.
| | --- | ---------------------------------

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE VI - RECORDS AND REPORTS



| | 6.1 | MAINTENANCE AND INSPECTION OF RECORDS.
| | --- | --------------------------------------

The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number
and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any proper purpose the Corporations stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such persons interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney
or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.



| | 6.2 | INSPECTION BY DIRECTORS.
| | --- | ------------------------

Any
director shall have the right to examine the Corporations stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested
with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list
and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

ARTICLE VII - GENERAL MATTERS



| | 7.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
| | --- | -------------------------------------------------

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.



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| | 7.2 | ISSUANCE OF STOCK.
| | --- | ------------------

Subject to
the provisions of the certificate of incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation
held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board in such manner, for such consideration and on such terms as the Board may determine.



| | 7.3 | STOCK CERTIFICATES; PARTLY PAID SHARES.
| | --- | ---------------------------------------

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock
represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate has 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 were such
officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of
uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly
paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.



| | 7.4 | SPECIAL DESIGNATION ON CERTIFICATES.
| | --- | ------------------------------------

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the voting powers, the designations, the preferences and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such voting powers, designations, preferences and/or rights shall be set forth in full or summarized on the face or back
of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the voting powers, the
designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such voting powers, designations, preferences and/or
rights.



| | 7.5 | LOST CERTIFICATES.
| | --- | ------------------

Except as
provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new
certificate of stock or uncertificated shares in the place of any



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certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owners
legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or
uncertificated shares.



| | 7.6 | CONSTRUCTION; DEFINITIONS; TIME PERIODS.
| | --- | ----------------------------------------

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes the singular, and the term person includes both a corporation and a natural person. In applying any provision of these bylaws which requires that an act be
done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.



| | 7.7 | DIVIDENDS.
| | --- | ----------

The Board, subject to
any restrictions contained in either (i) the DGCL or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the
Corporations capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends
a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.



| | 7.8 | FISCAL YEAR.
| | --- | ------------

The fiscal year of
the Corporation shall be fixed by resolution of the Board and may be changed by the Board.



| | 7.9 | SEAL.
| | --- | -----

The Corporation may adopt
a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.



| | 7.10 | TRANSFER OF STOCK.
| | ---- | ------------------

Shares of the
Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holders attorney
duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated
shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall
be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.



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| | 7.11 | STOCK TRANSFER AGREEMENTS.
| | ---- | --------------------------

The
Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes
owned by such stockholders in any manner not prohibited by the DGCL.



| | 7.12 | REGISTERED STOCKHOLDERS.
| | ---- | ------------------------

The
Corporation:

(i) 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;

(ii) shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.



| | 7.13 | WAIVER OF NOTICE.
| | ---- | -----------------

Whenever
notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the 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. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.



| | 7.14 | EVIDENCE OF AUTHORITY.
| | ---- | ----------------------

A
certificate by the Secretary, an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the
certificate in good faith be conclusive evidence of such action.



| | 7.15 | CERTIFICATE OF INCORPORATION.
| | ---- | -----------------------------

All references in these bylaws to the certificate of incorporation shall be deemed to refer to the Amended and Restated Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.



| | 7.16 | RELIANCE UPON BOOKS, REPORTS AND RECORDS.
| | ---- | -----------------------------------------

To the fullest extent permitted by law, each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records of the Corporation as



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provided by law, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.



| | 7.17 | STOCKHOLDER RIGHTS PLAN.
| | ---- | ------------------------

The
Corporation will not adopt or extend a stockholder rights plan, rights agreement or any other form of poison pill which is designed to make, or has the effect of making, the acquisition of large holdings of the Corporations stock
more difficult or expensive (a Stockholder Rights Plan) without obtaining the prior approval of the stockholders of the Corporation by the affirmative vote of a majority of the votes cast with respect to the matter by the shares of
Voting Stock represented and entitled to vote thereon at an annual or special meeting of the stockholders at which a quorum is present; provided, however, that the Corporation may adopt a Stockholder Rights Plan without such prior
approval if a majority of the independent directors (as determined in accordance with applicable rules and listing requirements of the principal securities exchange, if any, on which its shares of Common Stock are then listed and any additional
criteria set forth in the Corporations Corporate Governance Guidelines) determines in good faith that adoption of a Stockholder Rights Plan is in the best interest of stockholders under the circumstances. If a Stockholder Rights Plan is
adopted without prior stockholder approval as contemplated by the preceding sentence, such plan shall expire within twelve (12) months from the date of adoption unless, prior to such date, it is approved by the affirmative vote of a majority of
the votes cast with respect to the matter by the shares of Voting Stock represented and entitled to vote thereon at an annual or special meeting of the stockholders at which a quorum is present. For purposes of this Section 7.17, a
majority of the votes cast means that the number of votes cast for approval of a Stockholder Rights Plan exceeds the number of votes cast against approval of a Stockholder Rights Plan.

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION



| | 8.1 | NOTICE BY ELECTRONIC TRANSMISSION.
| | --- | ----------------------------------

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in
accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary of the
Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding
paragraph shall be deemed given:



| | (i) | if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
| | --- | ----------------------------------------------------------------------------------------------------------------------



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| | (ii) | if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------



| | (iii) | if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and
(B) the giving of such separate notice; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | if by any other form of electronic transmission, when directed to the stockholder.
| | ---- | ----------------------------------------------------------------------------------

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has
been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.



| | 8.2 | DEFINITION OF ELECTRONIC TRANSMISSION.
| | --- | --------------------------------------

An electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX - INDEMNIFICATION



| | 9.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS.
| | --- | ------------------------------------------

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is
made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding) by reason of the fact that he or she, or a person for
whom he or she is the legal representative, 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 or of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys fees) reasonably incurred by such person in connection with
any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if
the Proceeding (or part thereof) was authorized in the specific case by the Board.



| | 9.2 | INDEMNIFICATION OF OTHERS.
| | --- | --------------------------

The
Corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a
party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person in connection with any such Proceeding.



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| | 9.3 | PREPAYMENT OF EXPENSES.
| | --- | -----------------------

The
Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the
Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon
receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.



| | 9.4 | DETERMINATION; CLAIM.
| | --- | ---------------------

If a
claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation the
claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation
shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.



| | 9.5 | INDEMNIFICATION CONTRACTS.
| | --- | --------------------------

The
Board is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board so determines, greater than, those provided for in this Article IX.



| | 9.6 | NON-EXCLUSIVITY OF RIGHTS.
| | --- | --------------------------

The
rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.



| | 9.7 | INSURANCE.
| | --- | ----------

The Corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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, enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the provisions of the DGCL.



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| | 9.8 | OTHER INDEMNIFICATION.
| | --- | ----------------------

The
Corporations obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.



| | 9.9 | CONTINUATION OF INDEMNIFICATION.
| | --- | --------------------------------

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue
notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.



| | 9.10 | AMENDMENT OR REPEAL.
| | ---- | --------------------

The
provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of
these bylaws), in consideration of such persons performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to
current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses
bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be
deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or
protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or
director of the Corporation in effect prior to the time of such repeal or modification.

ARTICLE X - AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter
or repeal these bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board at which a quorum is present. Notwithstanding the foregoing, but in addition to any affirmative
vote of the holders of any particular class or series of the Voting Stock required by law, the certificate of incorporation or any certificate of designation, the bylaws of the Corporation may be rescinded, altered, amended or repealed in any
respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all the then-outstanding shares of the Voting Stock.



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REACHLOCAL, INC.

CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS





The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of ReachLocal, Inc., a Delaware
corporation, and that the foregoing bylaws were amended and restated on May 25, 2010 by the Corporations board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this day 25th of May, 2010.



/s/ Adam F. WergelesAdam F. WergelesSecretary