EXHIBIT 3.10



SECOND AMENDED AND RESTATED BYLAWS



OF



CORAUTUS GENETICS INC.



APPROVED FEBRUARY 12, 2004



---

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         |  | NOTICE OF STOCKHOLDERS MEETINGS                            |  | 1   
|            |  |                                                            
|2.5         |  | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                |  | 2   
|            |  |                                                            
|2.6         |  | QUORUM                                                      |  | 2   
|            |  |                                                            
|2.7         |  | ADJOURNED MEETING; NOTICE                                   |  | 2   
|            |  |                                                            
|2.8         |  | VOTING                                                      |  | 2   
|            |  |                                                            
|2.9         |  | WAIVER OF NOTICE                                            |  | 2   
|            |  |                                                            
|2.10        |  | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING     |  | 3   
|            |  |                                                            
|2.11        |  | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS |  | 3   
|            |  |                                                            
|2.12        |  | PROXIES                                                     |  | 3   
|            |  |                                                            
|2.13        |  | LIST OF STOCKHOLDERS ENTITLED TO VOTE                       |  | 4   
|            |  |                                                            
|2.14        |  | STOCKHOLDER PROPOSALS                                       |  | 4   
|            |  |                                                            
|ARTICLE III |  | DIRECTORS                                                   |  | 6   
|            |  |                                                            
|3.1         |  | POWERS                                                      |  | 6   
|            |  |                                                            
|3.2         |  | NUMBER OF DIRECTORS                                         |  | 6   
|            |  |                                                            
|3.3         |  | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS     |  | 7   
|            |  |                                                            
|3.4         |  | RESIGNATION AND VACANCIES                                   |  | 7   
|            |  |                                                            
|3.5         |  | PLACE OF MEETINGS; MEETINGS BY TELEPHONE                    |  | 8   
|            |  |                                                            
|3.6         |  | FIRST MEETINGS                                              |  | 8   
|            |  |                                                            
|3.7         |  | REGULAR MEETINGS                                            |  | 8   
|            |  |                                                            
|3.8         |  | SPECIAL MEETINGS; NOTICE                                    |  | 8   
|            |  |                                                            
|3.9         |  | QUORUM                                                      |  | 9   
|            |  |                                                            
|3.10        |  | WAIVER OF NOTICE                                            |  | 9   
|            |  |                                                            
|3.11        |  | ADJOURNED MEETING; NOTICE                                   |  | 9   
|            |  |                                                            
|3.12        |  | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING           |  | 9   



i



---

TABLE OF CONTENTS

(continued)



|            |  |                                                |  |     
|----------- |  | ---------------------------------------------- |  | ----
|            |  |                                                |  | Page
|            |  |                                               
|3.13        |  | FEES AND COMPENSATION OF DIRECTORS             |  | 9   
|            |  |                                               
|3.14        |  | APPROVAL OF LOANS TO OFFICERS                  |  | 9   
|            |  |                                               
|3.15        |  | REMOVAL OF DIRECTORS                           |  | 10  
|            |  |                                               
|ARTICLE IV  |  | COMMITTEES                                     |  | 10  
|            |  |                                               
|4.1         |  | COMMITTEES OF DIRECTORS                        |  | 10  
|            |  |                                               
|4.2         |  | COMMITTEE MINUTES                              |  | 10  
|            |  |                                               
|4.3         |  | MEETINGS AND ACTION OF COMMITTEES              |  | 11  
|            |  |                                               
|ARTICLE V   |  | OFFICERS                                       |  | 11  
|            |  |                                               
|5.1         |  | OFFICERS                                       |  | 11  
|            |  |                                               
|5.2         |  | ELECTION OF OFFICERS                           |  | 11  
|            |  |                                               
|5.3         |  | SUBORDINATE OFFICERS                           |  | 11  
|            |  |                                               
|5.4         |  | REMOVAL AND RESIGNATION OF OFFICERS            |  | 11  
|            |  |                                               
|5.5         |  | VACANCIES IN OFFICES                           |  | 12  
|            |  |                                               
|5.6         |  | CHAIRMAN OF THE BOARD                          |  | 12  
|            |  |                                               
|5.7         |  | CHIEF EXECUTIVE OFFICER                        |  | 12  
|            |  |                                               
|5.8         |  | PRESIDENT                                      |  | 12  
|            |  |                                               
|5.9         |  | CHIEF OPERATING OFFICER                        |  | 12  
|            |  |                                               
|5.10        |  | CHIEF FINANCIAL OFFICER                        |  | 12  
|            |  |                                               
|5.11        |  | VICE PRESIDENT                                 |  | 12  
|            |  |                                               
|5.12        |  | SECRETARY                                      |  | 13  
|            |  |                                               
|5.13        |  | ASSISTANT SECRETARY                            |  | 13  
|            |  |                                               
|5.14        |  | AUTHORITY AND DUTIES OF OFFICERS               |  | 13  
|            |  |                                               
|ARTICLE VI  |  | INDEMNITY                                      |  | 13  
|            |  |                                               
|6.1         |  | INDEMNIFICATION OF DIRECTORS AND OFFICERS      |  | 13  
|            |  |                                               
|6.2         |  | INDEMNIFICATION OF OTHERS                      |  | 14  
|            |  |                                               
|6.3         |  | INSURANCE                                      |  | 14  
|            |  |                                               
|ARTICLE VII |  | RECORDS AND REPORTS                            |  | 14  
|            |  |                                               
|7.1         |  | MAINTENANCE AND INSPECTION OF RECORDS          |  | 14  
|            |  |                                               
|7.2         |  | INSPECTION BY DIRECTORS                        |  | 15  
|            |  |                                               
|7.3         |  | ANNUAL STATEMENT TO STOCKHOLDERS               |  | 15  
|            |  |                                               
|7.4         |  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS |  | 15  



ii



---

TABLE OF CONTENTS

(continued)



|             |  |                                                  |  |     
|------------ |  | ------------------------------------------------ |  | ----
|             |  |                                                  |  | Page
|ARTICLE VIII |  | GENERAL MATTERS                                  |  | 15  
|             |  |                                                 
|8.1          |  | CHECKS                                           |  | 15  
|             |  |                                                 
|8.2          |  | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS |  | 15  
|             |  |                                                 
|8.3          |  | STOCK CERTIFICATES; PARTLY PAID SHARES           |  | 16  
|             |  |                                                 
|8.4          |  | SPECIAL DESIGNATION ON CERTIFICATES              |  | 16  
|             |  |                                                 
|8.5          |  | LOST CERTIFICATES                                |  | 16  
|             |  |                                                 
|8.6          |  | CONSTRUCTION; DEFINITIONS                        |  | 17  
|             |  |                                                 
|8.7          |  | DIVIDENDS                                        |  | 17  
|             |  |                                                 
|8.8          |  | FISCAL YEAR                                      |  | 17  
|             |  |                                                 
|8.9          |  | SEAL                                             |  | 17  
|             |  |                                                 
|8.10         |  | TRANSFER OF STOCK                                |  | 17  
|             |  |                                                 
|8.11         |  | STOCK TRANSFER AGREEMENTS                        |  | 17  
|             |  |                                                 
|8.12         |  | REGISTERED STOCKHOLDERS                          |  | 17  
|             |  |                                                 
|ARTICLE IX   |  | AMENDMENTS                                       |  | 18  
|             |  |                                                 
|ARTICLE X    |  | DISSOLUTION                                      |  | 18  
|             |  |                                                 
|ARTICLE XI   |  | CUSTODIAN                                        |  | 19  
|             |  |                                                 
|11.1         |  | APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES      |  | 19  
|             |  |                                                 
|11.2         |  | DUTIES OF CUSTODIAN                              |  | 19  



iii



---

SECOND AMENDED AND RESTATED BYLAWS



OF



CORAUTUS GENETICS INC.



ARTICLE I



CORPORATE OFFICES



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



The registered office of the corporation shall be in the City of Dover, County of Kent, State of Delaware, or at such other location as the board of
directors may determine from time to time. The name of the registered agent of the corporation at such location is The Prentice-Hall Corporation System, Inc., or such other agent as determined by the board of directors from time to time.



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



The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.



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 of directors. In the absence of any
such designation, stockholders meetings shall be held at the registered office of the corporation.



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



The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall
be elected and any other proper business may be transacted.



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



A special meeting of the stockholders may be called, at any time for any purpose pr purposes, by the board of directors or by such person or persons as
may be authorized by the certificate of incorporation or these bylaws.



| | 2.4 | NOTICE OF STOCKHOLDERS MEETINGS
| | --- | --------------------------------



All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 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 such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.



---

| | 2.5 | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
| | --- | --------------------------------------------



Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder
at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein. Notice may also be provided through electronic means in accordance with the Delaware General Corporation Law (DGCL).



| | 2.6 | QUORUM
| | --- | ------



The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders,
then the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, 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.



| | 2.7 | ADJOURNED MEETING; NOTICE
| | --- | -------------------------



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
and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.



| | 2.8 | VOTING
| | --- | ------



The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the DGCL (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).



Except as may be otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.



| | 2.9 | WAIVER OF NOTICE
| | --- | ----------------



Whenever notice is required to be given under any provision of the DGCL or of the certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated therein, 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 unless so required by the certificate of incorporation or these bylaws.



2



---

| | 2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
| | ---- | -------------------------------------------------------



Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.



Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if
such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written
consent have been given as provided in Section 228 of the DGCL.



| | 2.11 | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
| | ---- | -----------------------------------------------------------



In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action.



If the board of directors
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 entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed.



(iii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.



A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the adjourned meeting.



| | 2.12 | PROXIES
| | ---- | -------



Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy



3



---

shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholders name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholders attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the provisions of Section 212(c) of the DGCL.



| | 2.13 | LIST OF STOCKHOLDERS ENTITLED TO VOTE
| | ---- | -------------------------------------



The officer who has charge of the stock ledger of a 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, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also 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.



| | 2.14 | STOCKHOLDER PROPOSALS
| | ---- | ---------------------



(a) Annual Meetings of Stockholders.



(i) The proposal of business to be considered by the stockholders, other than nominations of persons for election to the board of directors, may be made
at an annual meeting of stockholders: (i) pursuant to the corporations notice of meeting, (ii) by or at the direction of the board of directors or a committee thereof or (iii) by any stockholder of the corporation who was a stockholder of
record at the time of giving of notice provided for in this Article II, who is entitled to vote at the meeting and who complied with the procedures set forth in this Section 2.14 and the stockholder proposal requirements set forth in Rule 14a-8 (of
the Proxy Rules promulgated under the Securities and Exchange Act of 1934).



(ii) Nominations of persons for election to the board of directors may be made for an annual meeting of stockholders: (i) pursuant to the corporations notice of meeting, or (ii) by or at the direction of the
board of directors or a committee thereof. The stockholders shall have the right to recommend persons for nomination by submitting such recommendation, in written form, to the corporations Nominating and Corporate Governance Committee. Such
recommendation shall be delivered to or mailed to and received by the Secretary of the corporation at the principal executive offices of the corporation not less than 120 calendar days prior to the first anniversary of the date that the
corporations proxy statement was released to stockholders in connection with the preceding years annual meeting of stockholders, except that if no annual meeting of stockholders was held in the preceding year or if the date of the annual
meeting of stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the preceding years proxy statement, the notice shall be received by the Secretary at the principal executive offices of the
corporation not less than 150 calendar days prior to the date of the contemplated annual meeting or the date that is 10 calendar days after the date of the first public announcement or other notification to stockholders of the date of the
contemplated annual meeting, whichever first occurs. Such written recommendations shall include: (i) the name and address, as they appear on the corporations books, of the stockholder recommending such person; (ii) the class and number of
shares of the corporation that are beneficially owned by such stockholder; (iii) the dates upon which the stockholder acquired such shares; (iv) documentary support for any claim of beneficial ownership. Additionally, such recommendation shall
include, as to each person whom the stockholder proposes to recommend to the Nominating and Corporate Governance Committee for nomination to election or reelection as director, all information relating to such person that is required by Rule 14a-4
(of



4



---

the Proxy Rules promulgated under the Securities and Exchange Act of 1934) to be disclosed in solicitations of proxies
for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected, and evidence satisfactory to the corporation that such nominee has no interests that would limit their ability to fulfill their duties of office. The Nominating and Corporate Governance
Committee shall review such recommendations and make recommendations to the board of directors that the committee feels are in the best interests of the corporation and its stockholders. Nothing herein shall require the Nominating and Corporate
Governance Committee to recommend to the board of directors the stockholders recommendation or require the board of directors to nominate such stockholders recommendation.



(iii) For business, other than nominations of persons for election to the board of directors, to be properly brought before
an annual meeting by a stockholder pursuant to clause (iii) of Section 2.14(a)(i), the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such other business must be a proper matter for stockholder
action. To be timely, a stockholders notice must be delivered to or mailed to and received by the Secretary of the corporation at the principal executive offices of the corporation not less than 120 calendar days prior to the first anniversary
of the date that the corporations proxy statement was released to stockholders in connection with the preceding years annual meeting of stockholders, except that if no annual meeting of stockholders was held in the preceding year or if
the date of the annual meeting of stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the preceding years proxy statement, the notice shall be received by the Secretary at the principal
executive offices of the corporation not less than 150 calendar days prior to the date of the contemplated annual meeting or the date that is 10 calendar days after the date of the first public announcement or other notification to stockholders of
the date of the contemplated annual meeting, whichever first occurs. A stockholders written notice shall set forth with respect to any proposal such stockholder proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the corporations books, of the stockholder proposing such business; (iii)
the class and number of shares of the corporation that are beneficially owned by such stockholder; (iv) the dates upon which the stockholder acquired such shares; (v) documentary support for any claim of beneficial ownership; (vi) any material
interest of such stockholder in such business; and (vii) a statement in support of the matter and, for proposals sought to be included in the corporations proxy statement, any other information required by Securities and Exchange Commission
Rule 14a-8. In addition, if the stockholder intends to solicit proxies from the stockholders of the corporation, such stockholder shall notify the corporation of this intent in accordance with Securities and Exchange Commission Rule 14a-4 and Rule
14a-8, as applicable.



(b) Special Meetings of Stockholders.



(i) For business to be properly brought before a special
meeting of stockholders called by a stockholder, other than nominations of persons for election to the board of directors which are at the direction of the board of directors or a committee thereof, the stockholder must give timely notice thereof in
writing to the Secretary of the corporation. To be timely, a stockholders notice must be received by the Secretary of the corporation at the principal executive offices of the corporation at least 120 calendar days prior to the date of the
special meeting.



(ii) Such stockholders notice to the
Secretary shall set forth with respect to any proposal such stockholder proposes to bring before the special meeting (i) a brief description of the business desired to be brought before the special meeting and the reasons for conducting such
business at the special meeting; (ii) the name and address, as they appear on the corporations books, of the stockholder



5



---

proposing such business; (iii) the class and number of shares of the corporation that are beneficially owned by such
stockholder; (iv) the dates upon which the stockholder acquired such shares; (v) documentary support for any claim of beneficial ownership; (vi) any material interest of such stockholder in such business; and (vii) a statement in support of the
matter and, for proposals sought to be included in the corporations proxy statement, any other information required by Rule 14a-8. In the event the stockholder desires to recommend one or more persons for nomination for election to the board
of directors at the special meeting, the stockholder shall deliver such recommendations, in writing, to the Nominating and Corporate Governance Committee at least 120 calendar days prior to the date of the special meeting. The recommendations shall
be received by the Nominating and Corporate Governance Committee at the principal executive offices of the corporation (care of the Secretary). Such written recommendations shall include, as to each person whom the stockholder proposes to recommend
to the Nominating and Corporate Governance Committee for nomination to election or reelection as director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such persons written consent to being named in the proxy statement as a nominee and to serving as a
director if elected, and evidence satisfactory to the corporation that such nominee has no interests that would limit their ability to fulfill their duties of office. The Nominating and Corporate Governance Committee shall review such
recommendations and make recommendations to the board of directors that the committee feels are in the best interests of the corporation and its stockholders. Nothing herein shall require the Nominating and Corporate Governance Committee to
recommend to the board of directors the stockholders recommendation or require the board of directors to nominate such stockholders recommendation.



(c) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual or special meeting of stockholders except
business brought before such meeting in accordance with the procedures set forth in this Article II; provided, however, that, once business has been properly brought before such meeting in accordance with such procedures, nothing in this Article II
shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of such meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, the chairman shall
declare to the meeting that the business was not properly brought before the meeting and such business shall not be considered or transacted.



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 of directors.



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



The number of directors of the corporation shall be between 6 and 12, with the actual number being set from time to time by resolution adopted by the
board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that directors term of office expires.



6



---

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



The Board of Directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year.
In the event that the number of directors shall not be evenly divisible by three, the Board of Directors shall determine in which group or groups the remaining director or directors, as the case may be, should be included. The term of office of each
director shall be three years or until the earlier of their death, resignation or removal; provided, however, that, the persons initially named as directors by resolution of the Board of Directors in Group 1 shall hold office until the 2005 annual
meeting of shareholders, the persons initially named as directors by resolution of the Board of Directors in Group 2 shall hold office until the 2006 annual meeting of shareholders, and the persons initially named as directors by resolution of the
Board of Directors in Group 3 shall hold office until the 2007 annual meeting of the shareholders or until the earlier of their death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation
or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal.



Elections of directors need not be by written ballot.



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



Any director may resign at any time upon written notice to the corporation. Vacancies created by resignations which take effect immediately shall be
filled by a majority of directors then in office after giving effect to the resignation. When one or more directors so resigns and the resignation is effective at a future date or time, 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. Each director so chosen shall hold office as provided in this section in the filling
of other vacancies.



Unless otherwise provided in the
certificate of incorporation or these bylaws:



(i) Vacancies
and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director.



(ii)
Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series
may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.



Each director chosen to fill a vacancy shall hold office for the unexpired term in respect of which such vacancy occurred. Each director chosen to fill a
newly created directorship shall hold office until the next election of the class for which such director shall have been chosen. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in number as possible.



If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may
apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.



7



---

If, at the time of filling any vacancy or any newly created directorship, the directors then in office
constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of
the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as
aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.



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



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



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



| | 3.6 | FIRST MEETINGS
| | --- | --------------



The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place
of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.



| | 3.7 | REGULAR MEETINGS
| | --- | ----------------



Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the
board.



| | 3.8 | SPECIAL MEETINGS; NOTICE
| | --- | ------------------------



Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the chief executive
officer, the president, any vice president, the secretary or any two (2) directors.



Notice of the time and place of special meetings shall be delivered personally or by telephone to each director, or sent by electronic or facsimile transmission to the electronic mail or facsimile address of each
director as it is shown on the records of the corporation, or sent by first-class mail or telegram, charges prepaid, addressed to each director at that directors address as it is shown on the records of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telegram or electronic or facsimile transmission, it shall be
delivered personally, or by telephone or



8



---

electronic or facsimile transmission, or to the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.



| | 3.9 | QUORUM
| | --- | ------



At all meetings of the board of directors, a majority of the number of directors then holding office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation.



| | 3.10 | WAIVER OF NOTICE
| | ---- | ----------------



Whenever notice is required to be given under any provision of the DGCL or of the certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated therein, 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 directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.



| | 3.11 | ADJOURNED MEETING; NOTICE
| | ---- | -------------------------



If a quorum is not present at any meeting of the board of directors, 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.



| | 3.12 | 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
of directors, 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 and the writing or writings are filed with the minutes of proceedings of the board or
committee.



| | 3.13 | FEES AND COMPENSATION OF DIRECTORS
| | ---- | ----------------------------------



Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation
of directors.



| | 3.14 | APPROVAL OF LOANS TO OFFICERS
| | ---- | -----------------------------



The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its
subsidiaries, whenever, in the judgment of the directors, such loan, guaranty, or assistance may reasonably be expected to benefit the corporation and is not prohibited by law. The loan, guaranty, or other assistance may be with or without interest
and may be unsecured, or secured in a manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section shall be deemed to deny, limit, or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.



9



---

| | 3.15 | REMOVAL OF DIRECTORS
| | ---- | --------------------



Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.



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 of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation (or such other number as set forth in the committees charter). The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the
corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may
require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock
adopted by the board of directors as provided in Section 151(a) of the DGCL, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or
the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the
DGCL, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporations property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or
(v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL.



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



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



10



---

| | 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 Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of adjournment), and Section 3.12
(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 of directors and its members; provided, however, that the time of regular meetings of committees
may also be called by resolution of the board of directors and that 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 of directors 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 chief executive officer, a president, a chief financial officer, one or more vice presidents, a secretary, and
a treasurer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, a chief operating officer, one or more assistant vice presidents, assistant secretaries, treasurer, assistant treasurers, and such
others officers as may be appointed by the board of directors from time to time in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.



| | 5.2 | ELECTION OF OFFICERS
| | --- | --------------------



The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall
be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment.



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



The board of directors may appoint, or empower the chief executive officer to appoint, such other officers and agents as the business of the corporation
may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.



| | 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, by an affirmative
vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of
directors.



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; and, unless otherwise specified in that notice, 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.



11



---

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



Any vacancy occurring in any office of the corporation shall be filled by the board of directors.



| | 5.6 | CHAIRMAN OF THE BOARD
| | --- | ---------------------



The chairman of the board, if such an officer be elected, shall, if present, preside at the meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws.



| | 5.7 | CHIEF EXECUTIVE OFFICER
| | --- | -----------------------



The chief executive officer, if elected, shall be the principal executive officer of the corporation and shall have general supervision, direction, and
control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence or nonexistence of the chairman of the board, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in a chief executive officer and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.



| | 5.8 | PRESIDENT
| | --- | ---------



If no chief executive officer is elected, the president shall be the principal executive officer of the corporation and shall preside at meetings of the
board of directors in the absence of the chairman of the board and the chief executive officer. The president shall be subject to the control and direction of the chief executive officer and shall have such powers and perform such other duties as
from time to time may be prescribed for him by the chief executive officer.



| | 5.9 | CHIEF OPERATING OFFICER
| | --- | -----------------------



The chief operating officer, if such an officer be elected, shall have general and active responsibility for the operations of the corporation. The chief
operating officer shall be subject to the control and direction of the chief executive officer and shall have the usual powers and duties incident to the position of chief operating officer of a corporation and such other powers and duties as from
time to time may be assigned by the chief executive officer.



| | 5.10 | CHIEF FINANCIAL OFFICER
| | ---- | -----------------------



The chief financial officer shall be charged with the management of the financial affairs of the corporation and shall cause to be maintained complete and
true accounts of all financial transactions of the corporation. The chief financial officer shall render to the board of directors and the chief executive officer, whenever requested, an account of the financial condition of the corporation. The
chief financial officer shall be subject to the control and direction of the chief executive officer and shall have the usual powers and duties incident to the position of chief financial officer of a corporation and shall have such other powers and
duties as may be prescribed by the chief executive officer or these bylaws.



| | 5.11 | VICE PRESIDENT
| | ---- | --------------



In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for them respectively by the chief executive officer or these bylaws.



12



---

| | 5.12 | SECRETARY
| | ---- | ---------



The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice
given), the names of those present at directors meetings or committee meetings, the number of shares present or represented at shareholders meetings, and the proceedings thereof.



The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporations transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.



The secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be
prescribed by the chief executive officer or these bylaws.



| | 5.13 | ASSISTANT SECRETARY
| | ---- | -------------------



The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or board of directors (or if
there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such
other duties and have such other powers as the chief executive officer or the stockholders may from time to time prescribe.



| | 5.14 | AUTHORITY AND DUTIES OF OFFICERS
| | ---- | --------------------------------



In addition to the foregoing authority and duties, 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 of directors or the stockholders.



ARTICLE VI



INDEMNITY



| | 6.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS
| | --- | -----------------------------------------



The corporation shall, to the maximum extent and in the manner permitted by the DGCL, indemnify each of its directors and officers against expenses
(including attorneys fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes
of this Section 6.1, a director or officer of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such
predecessor corporation.



13



---

| | 6.2 | INDEMNIFICATION OF OTHERS
| | --- | -------------------------



The corporation shall have the power, to the extent and in the manner permitted by the DGCL, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was
an agent of the corporation. For purposes of this Section 6.2, an employee or agent of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who
is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor corporation.



| | 6.3 | 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 or other enterprise against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the DGCL.



ARTICLE VII



RECORDS AND REPORTS



| | 7.1 | 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 of directors, keep a record of its
shareholders listing their names and addresses and the number and class of shares held by each shareholder, 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 to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of
business.



The officer who has charge of the stock ledger of a
corporation shall prepare and make (or cause to be prepared or made), at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary



14



---

business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also 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.



| | 7.2 | 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 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.



| | 7.3 | ANNUAL STATEMENT TO STOCKHOLDERS
| | --- | --------------------------------



The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a
full and clear statement of the business and condition of the corporation.



| | 7.4 | REPRESENTATION OF SHARES OF OTHER CORPORATIONS
| | --- | ----------------------------------------------



The chief executive officer, the president, and any vice president of this corporation, or any other person authorized by the board of directors or the
chief executive officer, 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.



ARTICLE VIII



GENERAL MATTERS



| | 8.1 | CHECKS
| | --- | ------



From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.



| | 8.2 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
| | --- | ------------------------------------------------



The board of directors, 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 of directors 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.



15



---

| | 8.3 | STOCK CERTIFICATES; PARTLY PAID SHARES
| | --- | --------------------------------------



The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation 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 of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name
of the corporation by the chief executive officer, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such 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.



| | 8.4 | 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 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 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 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 preferences and/or rights.



| | 8.5 | LOST CERTIFICATES
| | --- | -----------------



Except as provided in this Section 8.5, 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 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 his 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.



16



---

| | 8.6 | CONSTRUCTION; DEFINITIONS
| | --- | -------------------------



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.



| | 8.7 | DIVIDENDS
| | --- | ---------



The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares
of its capital stock pursuant to the DGCL. Dividends may be paid in cash, in property, or in shares of the corporations capital stock.



The directors of the corporation 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.



| | 8.8 | FISCAL YEAR
| | --- | -----------



The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.



| | 8.9 | SEAL
| | --- | ----



The corporation shall have power to have a corporate seal, which may be altered at pleasure, and use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.



| | 8.10 | TRANSFER OF STOCK
| | ---- | -----------------



Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.



| | 8.11 | STOCK TRANSFER AGREEMENTS
| | ---- | -------------------------



The corporation shall have power to enter into and perform any agreement with any number of shareholders 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.



| | 8.12 | REGISTERED STOCKHOLDERS
| | ---- | -----------------------



The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to
vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and 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.



17



---

ARTICLE IX



AMENDMENTS



The original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors (such power having been conferred pursuant to Article V of the certificate of incorporation). The fact that such power has
been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.



ARTICLE X



DISSOLUTION



If it should be deemed advisable in the judgment of the board of directors of the corporation that the corporation should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any
meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution.



At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon votes for the proposed dissolution, then a certificate stating that the dissolution has been authorized in accordance with the provisions of Section 275
of the DGCL and setting forth the names and residences of the directors and officers shall be executed, acknowledged, and filed and shall become effective in accordance with Section 103 of the DGCL. Upon such certificates becoming effective in
accordance with Section 103 of the DGCL, the corporation shall be dissolved.



Whenever all the stockholders entitled to vote on a dissolution consent in writing, either in person or by duly authorized attorney, to a dissolution, no meeting of directors or stockholders shall be necessary. The
consent shall be filed and shall become effective in accordance with Section 103 of the DGCL. Upon such consents becoming effective in accordance with Section 103 of the DGCL, the corporation shall be dissolved. If the consent is signed by an
attorney, then the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with the Secretary of State shall have attached to it the affidavit of the secretary or some other officer of the
corporation stating that the consent has been signed by or on behalf of all the stockholders entitled to vote on a dissolution; in addition, there shall be attached to the consent a certification by the secretary or some other officer of the
corporation setting forth the names and residences of the directors and officers of the corporation.



18



---

ARTICLE XI



CUSTODIAN



| | 11.1 | APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES
| | ---- | -------------------------------------------



The Court of Chancery, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:



(i) at any
meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or



(ii) the business of the corporation is suffering or is threatened with
irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this
division; or



(iii) the corporation has abandoned its business
and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.



| | 11.2 | DUTIES OF CUSTODIAN
| | ---- | -------------------



The custodian shall have all the powers and title of a receiver appointed under Section 291 of the DGCL, but the authority of the custodian shall be to
continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3) or 352(a)(2) of the DGCL.



19