Exhibit 3.2















BYLAWS



OF



CannaVEST
Corp.
(a Delaware corporation)





















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.                            | 2   
|2.5                                 | Manner of Giving Notice; Affidavit of Notice.                | 2   
|2.6                                 | Quorum.                                                      | 2   
|2.7                                 | Adjourned Meeting; Notice.                                   | 2   
|2.8                                 | Organization; Conduct of Business.                           | 2   
|2.9                                 | Voting.                                                      | 3   
|2.10                                | Waiver of Notice.                                            | 3   
|2.11                                | Stockholder Action By Written Consent Without A Meeting.     | 3   
|2.12                                | Record Date for Stockholder Notice; Voting; Giving Consents. | 4   
|2.13                                | Proxies.                                                     | 4   
|                                    |                                                              |     
|ARTICLE III DIRECTORS               | 4                                                           
|3.1                                 | Powers.                                                      | 4   
|3.2                                 | Number of Directors.                                         | 5   
|3.3                                 | Election, Qualification and Term of Office of Directors.     | 5   
|3.4                                 | Resignation and Vacancies.                                   | 5   
|3.5                                 | Place of Meetings; Meetings by Telephone.                    | 6   
|3.6                                 | Regular Meetings.                                            | 6   
|3.7                                 | Special Meetings; Notice.                                    | 6   
|3.8                                 | Quorum.                                                      | 7   
|3.9                                 | Waiver of Notice.                                            | 7   
|3.10                                | Board Action By Written Consent Without A Meeting.           | 7   
|3.11                                | Fees and Compensation of Directors.                          | 7   
|3.12                                | Approval of Loans to Officers.                               | 7   
|3.13                                | Removal of Directors.                                        | 8   
|3.14                                | Chairman of the Board of Directors.                          | 8   
|3.15                                | Conduct of Business.                                         | 8   
|                                    |                                                              |     
|ARTICLE IV COMMITTEES               | 8                                                           
|4.1                                 | Committees of Directors.                                     | 8   
|4.2                                 | Committee Minutes.                                           | 9   
|4.3                                 | Meetings and Action of Committees.                           | 9   
|4.4                                 | Subcommittees.                                               | 9   





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|                                                     |                                                            |   
|---------------------------------------------------- | ---------------------------------------------------------- | --
|ARTICLE V OFFICERS                                   | 9                                                         
|5.1                                                  | Officers.                                                  | 9 
|5.2                                                  | Appointment of Officers.                                   | 9 
|5.3                                                  | Subordinate Officers.                                      | 9 
|5.4                                                  | Removal and Resignation of Officers.                       | 10
|5.5                                                  | Vacancies in Offices.                                      | 10
|5.6                                                  | Chief Executive Officer.                                   | 10
|5.7                                                  | President.                                                 | 10
|5.8                                                  | Vice Presidents.                                           | 10
|5.9                                                  | Secretary and Assistant Secretary.                         | 10
|5.10                                                 | Chief Financial Officer.                                   | 11
|5.11                                                 | Representation of Shares of Other Corporations.            | 11
|5.12                                                 | Authority and Duties of Officers.                          | 11
|                                                     |                                                            |   
|ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OFFICERS | 12                                                        
|6.1                                                  | Right to Indemnification.                                  | 12
|6.2                                                  | Right of Claimant to Bring Action Against the Corporation. | 12
|6.3                                                  | Non-Exclusivity.                                           | 13
|6.4                                                  | Indemnification Contracts.                                 | 13
|6.5                                                  | Insurance.                                                 | 13
|6.6                                                  | Survival of Indemnification.                               | 13
|6.7                                                  | Effect of Amendment.                                       | 13
|6.8                                                  | Saving Clause.                                             | 13
|                                                     |                                                            |   
|ARTICLE VII RECORDS AND REPORTS                      | 13                                                        
|7.1                                                  | Maintenance and Inspection of Records.                     | 13
|7.2                                                  | Inspection by Directors.                                   | 14
|                                                     |                                                            |   
|ARTICLE VIII GENERAL MATTERS                         | 14                                                        
|8.1                                                  | Checks.                                                    | 14
|8.2                                                  | Execution of Corporate Contracts and Instruments.          | 14
|8.3                                                  | Stock Certificates; Partly Paid Shares.                    | 15
|8.4                                                  | Special Designation on Certificates.                       | 15
|8.5                                                  | Lost Certificates.                                         | 15
|8.6                                                  | Construction; Definitions.                                 | 15
|8.7                                                  | Dividends.                                                 | 16
|8.8                                                  | Fiscal Year.                                               | 16
|8.9                                                  | Seal.                                                      | 16
|8.10                                                 | Transfer of Stock.                                         | 16
|8.11                                                 | Stock Transfer Agreements.                                 | 16
|8.12                                                 | Registered Stockholders.                                   | 16
|8.13                                                 | Facsimile Signature                                        | 16
|                                                     |                                                            |   
|ARTICLE IX AMENDMENTS                                | 16                                                        









ii





BYLAWS

OF

CannaVEST
Corp.





ARTICLE I



CORPORATE
OFFICES



1.1Registered Office.



The registered office
of the corporation shall be in the City of Wilmington County of New Castle, State of Delaware. The name of the registered agent
of the corporation at such location is Corporation Service Company.



1.2Other 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



2.1Place 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.



2.2Annual Meeting.



The annual meeting
of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated
by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may
be transacted.



2.3Special Meeting.



A special meeting of
the stockholders may be called at any time by the Board of Directors, the chairman of the Board of Directors, the chief executive
officer, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent
(10%) of the votes at that meeting, as well as in the manner set forth in Article III, Section 3.4(b)(ii) for the purpose set forth
therein.



If a special meeting
is called by any person or persons other than the Board of Directors, the president, chief executive officer or the chairman of
the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission
to the chairman of the Board of Directors, the president, the chief executive officer, any vice president, or the secretary of
the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors
shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one
hundred twenty (120) days after the date of the receipt of the request. The officer receiving the request shall cause notice to
be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article
II, that a meeting will be held at the time requested by the person or persons calling the meeting. If the notice is not given
within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place
of the meeting and give the notice. 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 of Directors may be held.



1







2.4Notice 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 (if any), date and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called.



2.5Manner 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. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the
manner provided in Section 232 of the Delaware General Corporation Law. 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.



2.6Quorum.



The holders of a majority
of the shares of 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 either
(a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person
or by proxy, shall have power to adjourn the meeting to another place (if any), date or time.



2.7Adjourned Meeting; Notice.



When a meeting is adjourned
to another place (if any), date or time, unless these bylaws otherwise require, notice need not be given of the adjourned meeting
if the time and place (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present 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 that might have been transacted at the original meeting. If
the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice
of the place (if any), date and time of the adjourned meeting 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 shall be given to each stockholder of
record entitled to vote at the meeting.



2.8Organization; Conduct of Business.



(a)Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the
corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote
who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting.
The secretary of the corporation shall act as secretary of the meeting, but in the absence of the secretary of the corporation,
the secretary of the meeting shall be such person as the chairman of the meeting appoints.



(b)The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting,
including the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter
upon which the stockholders will vote at the meeting shall be announced at the meeting.



2







2.9Voting.



The stockholders entitled
to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject
to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (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 or these bylaws, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder. All elections shall be determined by a plurality of the votes cast, and except as otherwise
required by the certificate of incorporation or otherwise by law, all other matters shall be determined by a majority of the votes
cast affirmatively or negatively.



2.10Waiver of Notice.



Whenever notice is
required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission
by such person, 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, or any waiver of notice by electronic transmission, unless so required by the certificate
of incorporation or these bylaws.



2.11Stockholder Action By Written Consent Without A Meeting.



Unless otherwise provided
in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 (i) 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, and (ii) delivered to the corporation in accordance with Section
228(a) of the Delaware General Corporation Law.



Every written consent
shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the corporation,
a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner
prescribed in this Section. A telegram, cablegram, electronic mail or other electronic transmission consenting to an action to
be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder,
shall be deemed to be written, signed and dated for purposes of this Section to the extent permitted by law. Any such consent shall
be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.



Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all
purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.



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 (including by electronic mail or other electronic transmission as permitted by law). If the action
which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law
of Delaware 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 General Corporation Law of Delaware.



3







2.12Record 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 precede the
date upon which the resolution fixing the record date is accepted by the Board of Directors and which record date:



(a)in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;



(b)in the case of determination of stockholders entitled to express consent to corporate action in writing without a
meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board
of Directors; and



(c)in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other
action.



If the Board of Directors
does not so fix a record date:



(d)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.



(e)The record date for determining stockholders entitled to 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 (including consent
by electronic mail or other electronic transmission as permitted by law) is delivered to the corporation.



(f)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,
if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.



2.13Proxies.



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 such stockholder by an instrument in writing or by an electronic transmission permitted by
law filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three 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, facsimile, electronic or 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(e) of the General Corporation Law of Delaware.



ARTICLE III



DIRECTORS



3.1Powers.



Subject to the provisions
of the General Corporation Law of Delaware 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.



4







3.2Number of Directors.



Upon the adoption of
these bylaws, the number of directors constituting the entire Board of Directors shall be four (4). Thereafter, this number may
be changed by a resolution of the Board of Directors or of the stockholders, subject to the certificate of incorporation and Section
3.4 of these bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before such
director’s term of office expires.



3.3Election, Qualification and Term of Office of Directors.



(a)Except as provided in Section 3.4 of these bylaws, and unless otherwise provided in the certificate of incorporation,
directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. 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 or her successor
is elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise specified in the certificate
of incorporation, elections of directors need not be by written ballot.



(b)No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless,
at the time of such election, the corporation is subject to Section 2115(b) of the California General Corporation Law (“CGCL”).



(c)During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled
to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise
entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks
fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (a) the names of such candidate
or candidates have been placed in nomination prior to the voting and (b) the stockholder has given notice at the meeting, prior
to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper
notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination.
Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are
elected.



3.4Resignation and Vacancies.



Any director may resign
at any time upon written notice to the attention of the Secretary of the corporation. A resignation that is conditioned on the
director failing to receive a specified vote for re-election as a director may provide that it is irrevocable. When one or more
directors so resigns and the resignation is effective at a future date, subject to the certificate of incorporation, 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.



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



(a)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.



(b)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.



5







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 General Corporation Law of Delaware.



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 of Directors (as constituted immediately prior to any such increase), then either:



(i)the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% 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 General Corporation Law of Delaware as far
as applicable, or



(ii)if at such time the corporation is subject to Section 2115(b) of the CGCL, any holder or holders of an aggregate
of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors
may call a special meeting of stockholders, or the Superior Court of the proper county of California shall, upon application of
such stockholder or stockholders, summarily order a special meeting of the stockholders, to be held to elect the entire Board of
Directors, all in accordance with Section 305(c) of the CGCL, and the term of office of any director shall terminate upon that
election of a successor.



3.5Place 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 other
communications equipment by means of which all persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.



3.6Regular 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 of Directors.



3.7Special 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 of Directors, the chief
executive officer, the president, the secretary or any two directors at such time as the Board is constituted with two or more
directors. If the Board of Directors is constituted of one director, special meetings may also be called by the sole director.



Notice of the time
and place of special meetings shall be delivered personally, by hand, by courier, or by telephone to each director or sent by first-class
mail, facsimile, electronic transmission, 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 days before the time of the holding of the meeting. If the notice is delivered personally, by hand, by courier or by facsimile,
electronic transmission, telephone or telegram, it shall be delivered 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 of the meeting. The notice need not specify the place of the meeting, if the meeting is to
be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.



6







3.8Quorum.



At all meetings of
the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business and
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. 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. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or at a meeting of a committee which authorizes a particular contract
or transaction.



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.



3.9Waiver of Notice.



Whenever notice is
required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission
by such person, 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.



3.10Board 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 of Directors 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 of Directors 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.



Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all
purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.



3.11Fees 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. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation
therefor.



3.12Approval of Loans to Officers.



To the extent permitted
by law, 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 subsidiary, including any officer or employee who is a director of the corporation or its subsidiary,
whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.
The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such 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.



7







3.13Removal of Directors.



(a)Subject to any limitations imposed by applicable law (and assuming the corporation is not subject to Section 2115
of the CGCL), the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote
of the holders of a majority of the shares then entitled to vote at an election of directors or (ii) without cause by the affirmative
vote of the holders of sixty-six and two-thirds percent (66-2/3%) of the shares then entitled to vote at an election of directors.



(b)During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors
or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least
a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed,
no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to
such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes
were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors
authorized at the time of such director’s most recent election were then being elected.



(c)Whenever the holders of any class or series are entitled to elect one or more directors by the certificate of incorporation,
the applicable provision of (a) or (b) above shall apply to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole.



3.14Chairman of the Board of Directors.



The corporation may
have, at the discretion of the Board of Directors, a chairman of the Board of Directors who may or may not be considered an officer
of the corporation, at the election of the Board of Directors.



3.15Conduct of Business.



Meetings of the Board
of Directors shall be presided over by the chairman of the Board of Directors, if any, or in his absence 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 of the corporation
shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.



ARTICLE
IV



COMMITTEES



4.1Committees of Directors.



The Board of Directors
may designate one or more committees, each committee to consist of one or more of the directors of the corporation. 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 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 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 these bylaws, 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 which may require it; but no such committee shall have the power or authority
in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly
required by the General Corporate Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing
any bylaw of the corporation.



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4.2Committee Minutes.



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



4.3Meetings and Action of Committees.



Meetings and actions
of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and
meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section
3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of such provisions
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 be determined either by resolution of the Board of Directors or by resolution of
the committee, that special 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 governance of any committee not inconsistent with the provisions
of these bylaws.



4.4Subcommittees.



Unless otherwise provided
in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create
one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee
any or all of the powers and authority of the committee.



ARTICLE V



OFFICERS

5.1Officers.



The officers of the
corporation shall be a chief executive officer (who shall, unless another officer is appointed as such, also be the corporation’s
president), a president, a secretary, a treasurer and a chief financial officer. The corporation may also have, at the discretion
of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and
any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices
may be held by the same person.



5.2Appointment 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 appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.



5.3Subordinate Officers.



The Board of Directors
may appoint, or empower the chief executive officer or the president 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.



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5.4Removal 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 of Directors or, except in the case
of an officer chosen by the Board of Directors, by any officer upon whom the power of removal is 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.



5.5Vacancies in Offices.



Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.



5.6Chief Executive Officer.



Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the chairman of the Board of Directors, if any, the chief executive
officer of the corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general
supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings
of the stockholders and, in the absence or nonexistence of a chairman of the Board of Directors, at all meetings of the Board of
Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of
a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.



5.7President.



Should the Board of
Directors designate an officer other than the chief executive officer as the president of the corporation, subject to such supervisory
powers, if any, as may be given by the Board of Directors to the chairman of the Board of Directors (if any) or the chief executive
officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation.
He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and
such other powers and duties as may be prescribed by the Board of Directors or these bylaws.



5.8Vice Presidents.



In the absence or disability
of the chief executive officer and 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 Board of Directors,
these bylaws, the chief executive officer, the president or the chairman of the Board of Directors.



5.9Secretary and Assistant 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 stockholders. The minutes shall
show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number
of shares present or represented at stockholders’ 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 stockholders 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.



10





The secretary shall
give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law
or by these bylaws. He or she 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 Board of Directors or by these bylaws. In the absence or disability
of the Secretary, the Assistant Secretaries, if any, in order of their rank as fixed by the Board of Directors, or if not ranked,
in the order of their election, shall perform all the duties of the Secretary and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the chief
executive officer, the president, the chairman of the Board of Directors, or the Secretary.



5.10Chief Financial Officer.



Unless otherwise designated
by the Board of Directors, the chief financial officer shall be the corporation’s treasurer. The chief financial officer
shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.



The chief financial
officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as
may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board
of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his
or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and
perform such other duties as may be prescribed by the Board of Directors or the bylaws.



5.11Representation of Shares of Other Corporations.



The chairman of the
Board of Directors, the chief executive officer, the president, any vice president, the chief financial officer, the secretary
or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer
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 the person having such authority.



5.12Authority 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.



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ARTICLE
VI



INDEMNIFICATION
OF DIRECTORS AND OFFICERS



6.1Right to Indemnification.



Each person who was
or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether by or in the right of the corporation or otherwise (a “proceeding”),
by reason of the fact that he or she 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, partner (limited or general) or agent of another corporation or of a partnership,
joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan,
shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the corporation (and any successor
to the corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided
herein) procedures set forth in the Delaware General Corporation Law (or such other applicable law), as such applicable law exists
or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder
for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said
law permitted the corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’
fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith if such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation (or in accordance with such other standard as may be required
for such indemnification under applicable law), and, with respect to any criminal proceeding, had no reasonable cause to believe
such person’s conduct was unlawful; provided, however, that the corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2
hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors or otherwise provided by applicable
law. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person’s conduct was unlawful. Persons who are not directors or officers of the
corporation and are not so serving at the request of the corporation may be similarly indemnified in respect of such service to
the extent authorized at any time by the Board of Directors. The indemnification conferred in this Section 6.1 also shall include,
if permitted by applicable law, the right to be paid by the corporation (and such successor) the expenses (including attorneys’
fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however,
that, if and to the extent the Delaware General Corporation Law or such other applicable law requires, the payment of such expenses
(including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be
made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so
paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this
Section 6.1 or otherwise; and provided further, that such expenses incurred by other employees and agents may be so paid in advance
upon such terms and conditions, if any, as the Board deems appropriate. To the extent that a present or former director or officer
of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in this
Section 6.1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorney’s fees) actually and reasonably incurred by such person in connection therewith.



6.2Right of Claimant to Bring Action Against the Corporation.



If a claim under Section
6.1 is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring an action against the corporation to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense
to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that
the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law (or any other
applicable law) for the corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification
under Section 6.1, but the burden of proving such defense shall be on the corporation. The failure of the corporation to have made
a determination (in the manner provided under the Delaware General Corporation Law or any other applicable law) prior to or after
the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation Law (or any other applicable law) shall not be a defense
to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified
in an agreement with the claimant, an actual determination by the corporation (in the manner provided under the Delaware General
Corporation Law or any other applicable law) after the commencement of such action that the claimant has not met such applicable
standard of conduct shall not be a defense to the action.



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6.3Non-Exclusivity.



The rights to indemnification
and advance payment of expenses provided by Section 6.1 hereof shall not be deemed exclusive of any other rights to which those
seeking indemnification and advance payment of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such
office.



6.4Indemnification Contracts.



The Board of Directors
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
of Directors so determines, greater than, those provided for in this Article VI to the fullest extent not prohibited by the Delaware
General Corporation Law or any other applicable law.



6.5Insurance.



The corporation shall
have power to 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, partner (limited or general)
or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against
any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s
status as such, and related expenses, whether or not the corporation would have the power to indemnify such person against such
liability under the provisions of the Delaware General Corporation Law or any other applicable law.



6.6Survival of Indemnification.



The indemnification
and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent
and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.



6.7Effect of Amendment.



Any amendment, repeal
or modification of any provision of this Article VI by the stockholders and the directors of the corporation shall not adversely
affect any right or protection of a director or officer of the corporation existing at the time of such amendment, repeal or modification.



6.8Saving Clause.



If this Article VI,
or any portion hereof, shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nonetheless
indemnify each director and officer to the full extent not prohibited by any applicable portion of this Article VI that shall not
have been invalidated, or by any other applicable law. If this Article VI shall be invalid due to the application of the indemnification
provisions of the corporations code of another jurisdiction than the State of Delaware, then the corporation shall indemnify each
director and officer to the full extent permitted under the law of such jurisdiction.



ARTICLE VII



RECORDS
AND REPORTS



7.1Maintenance and Inspection of Records.



The corporation shall,
either at its principal executive offices or at such place or places as designated by the Board of Directors, 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.



13





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.



A complete list of
stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to
the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law.
The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.
This 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.



If at such time the
corporation is subject to Section 2115(b) of the CGCL, the Board of Directors shall cause an annual report to be sent to the stockholders
not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be
sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders
to be held during the next fiscal year and in the manner specified in these bylaws or otherwise permitted by law for giving notice
to stockholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii)
an income statement, (iii) a statement of cash flows for the fiscal year, and (iv) any report of independent accountants or, if
there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without
audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the
shares of the corporation are held by fewer than one hundred (100) holders of record.



7.2Inspection 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 VIII



GENERAL
MATTERS



8.1Checks.



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.



8.2Execution 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.



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8.3Stock Certificates; Partly Paid Shares.



The shares of the 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 chairman or vice-chairman
of the Board of Directors, 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 or she 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.



8.4Special 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 General Corporation Law of Delaware, 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.



8.5Lost 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 previously 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 the 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.



8.6Construction; Definitions.



Unless the context
requires otherwise, the general provisions, rules of construction and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws, except that if Section 2115(b) of the CGCL applies, the general provision rules of construction
and definitions of the CGCL applicable pursuant to Section 2115(b) shall govern the construction of the affected section 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.



15







8.7Dividends.



The directors of the
corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or, if Section 2115(b) of the
CGCL applies, the CGCL or (b) 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 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.



8.8Fiscal 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.



8.9Seal.



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



8.10Transfer 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.



8.11Stock 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 General Corporation Law of Delaware.



8.12Registered 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.



8.13Facsimile Signature



In addition to the
provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer
or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.



ARTICLE IX



AMENDMENTS



The 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. 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.



16







CERTIFICATE
OF ADOPTION OF BYLAWS

OF

CannaVEST
Corp.





The undersigned hereby
certifies that he is the duly elected, qualified and acting Secretary of CannaVEST Corp., a Delaware corporation (the “Corporation”),
and that the foregoing Bylaws, comprising twenty-two (22) pages, were adopted as the Bylaws of the Corporation as of June 26, 2013
by unanimous written consent of the Board of Directors of the Corporation.



IN WITNESS WHEREOF,
the undersigned has hereunto set his hand this 26th day of June, 2013.





| | /s/ Michael Mona, Jr.       
| | ----------------------------
| | Michael Mona, Jr., Secretary











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