Exhibit 3.3



BYLAWS



OF



NETMANAGE, INC.



(a Delaware corporation)



AMENDED: October 23, 2003



and



January 29, 2004



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TABLE OF CONTENTS



|                                     |  |                                               |  |   
|------------------------------------ |  | --------------------------------------------- |  | --
|ARTICLE I - OFFICES                  |  | 1                                            
|                                     |  |                                              
|Section 1.                           |  | Registered Office.                            |  | 1 
|Section 2.                           |  | Other Offices.                                |  | 1 
|                                     | 
|ARTICLE II  CORPORATE SEAL          |  | 1                                            
|                                     |  |                                              
|Section 3.                           |  | Corporate Seal. .                             |  | 1 
|                                     | 
|ARTICLE III  STOCKHOLDERS MEETINGS |  | 1                                            
|                                     |  |                                              
|Section 4.                           |  | Place of Meetings.                            |  | 1 
|Section 5.                           |  | Annual Meeting.                               |  | 1 
|Section 6.                           |  | Special Meetings.                             |  | 3 
|Section 7.                           |  | Notice of Meetings.                           |  | 4 
|Section 8.                           |  | Quorom.                                       |  | 4 
|Section 9.                           |  | Adjournment and Notice of Adjourned Meetings. |  | 5 
|Section 10.                          |  | Voting Rights.                                |  | 5 
|Section 11.                          |  | Joint Owners of Stock.                        |  | 5 
|Section 12.                          |  | List of Stockholders.                         |  | 5 
|Section 13.                          |  | Action Without Meeting.                       |  | 7 
|Section 14.                          |  | Organization.                                 |  | 7 
|                                     | 
|ARTICLE IV  DIRECTORS               |  | 8                                            
|                                     |  |                                              
|Section 15.                          |  | Number and Term of Office.                    |  | 8 
|Section 16.                          |  | Powers.                                       |  | 8 
|Section 17.                          |  | Classes of Directors.                         |  | 8 
|Section 18.                          |  | Vacancies.                                    |  | 9 
|Section 19.                          |  | Resignation.                                  |  | 9 
|Section 20.                          |  | Removal.                                      |  | 9 
|Section 21.                          |  | Meetings.                                     |  | 9 
|(a)    Annual Meetings.              |  | 9                                            
|(b)    Regular Meetings.             |  | 9                                            
|(c)    Special Meetings.             |  | 10                                           
|(d)    Telephone Meetings.           |  | 10                                           
|(e)    Notice of Meetings.           |  | 10                                           
|(f)     Waiver of Notice.            |  | 10                                           
|Section 22.                          |  | Quorum and Voting.                            |  | 10
|Section 23.                          |  | Action Without Meeting.                       |  | 11
|Section 24.                          |  | Fees and Compensation.                        |  | 11
|Section 25.                          |  | Committees.                                   |  | 11
|(a)    Executive Committee.          |  | 11                                           
|(b)    Other Committees.             |  | 11                                           



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|                                                                                                  |  |                                                |  |   
|------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- |  | --
|(c)    Term.                                                                                      |  | 12                                            
|(d)    Meetings.                                                                                  |  | 12                                            
|Section 26.                                                                                       |  | Organization.                                  |  | 12
|                                                                                                  | 
|ARTICLE V - OFFICERS                                                                              |  | 13                                            
|                                                                                                  |  |                                               
|Section 27.                                                                                       |  | Officers Designated.                           |  | 13
|Section 28.                                                                                       |  | Tenure and Duties of Officers.                 |  | 13
|(a)    General.                                                                                   |  | 13                                            
|(b)    Duties of Chairman of the Board of Directors.                                              |  | 13                                            
|(c)    Duties of President.                                                                       |  | 13                                            
|(d)    Duties of Vice Presidents.                                                                 |  | 13                                            
|(e)    Duties of Secretary.                                                                       |  | 14                                            
|(f)     Duties of Chief Financial Officer.                                                        |  | 14                                            
|Section 29.                                                                                       |  | Delegation of Authority.                       |  | 14
|Section 30.                                                                                       |  | Resignations.                                  |  | 14
|Section 31.                                                                                       |  | Removal.                                       |  | 14
|                                                                                                  | 
|ARTICLE VI  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY
THE CORPORATION |  | 15                                            
|                                                                                                  |  |                                               
|Section 32.                                                                                       |  | Execution of Corporate Instruments.            |  | 15
|Section 33.                                                                                       |  | Voting of Securities Owned by the Corporation. |  | 15
|                                                                                                  | 
|ARTICLE VII  SHARES OF STOCK                                                                     |  | 16                                            
|                                                                                                  |  |                                               
|Section 34.                                                                                       |  | Form and Execution of Certificates.            |  | 16
|Section 35.                                                                                       |  | Lost Certificates.                             |  | 16
|Section 36.                                                                                       |  | Transfers.                                     |  | 16
|Section 37.                                                                                       |  | Fixing Record Dates.                           |  | 17
|Section 38.                                                                                       |  | Registered Stockholders.                       |  | 18
|                                                                                                  | 
|ARTICLE VII  OTHER SECURITIES OF THE CORPORATION                                                 |  | 18                                            
|                                                                                                  |  |                                               
|Section 39.                                                                                       |  | Execution of Other Securities.                 |  | 18
|                                                                                                  | 
|ARTICLE IX  DIVIDENDS                                                                            |  | 18                                            
|                                                                                                  |  |                                               
|Section 40.                                                                                       |  | Declaration of Dividends.                      |  | 18
|Section 41.                                                                                       |  | Dividend Reserve.                              |  | 19
|                                                                                                  | 
|ARTICLE X  FISCAL YEAR                                                                           |  | 19                                            
|                                                                                                  |  |                                               
|Section 42.                                                                                       |  | Fiscal Year.                                   |  | 19



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|                                                             |  |                                                                                               |  |   
|------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------- |  | --
|                                                             | 
|ARTICLE XI  INDEMNIFICATION                                 |  | 19                                                                                           
|                                                             |  |                                                                                              
|Section 43.                                                  |  | Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents. |  | 19
|(a)    Directors and Executive Officers.                     |  | 19                                                                                           
|(b)    Other Officers, Employees and Other Agents.           |  | 19                                                                                           
|(c)    Expenses.                                             |  | 19                                                                                           
|(d)    Enforcement.                                          |  | 20                                                                                           
|(e)    Non-Exclusivity of Rights.                            |  | 21                                                                                           
|(f)     Survival of Rights.                                  |  | 21                                                                                           
|(g)    Insurance.                                            |  | 21                                                                                           
|(h)    Amendments.                                           |  | 21                                                                                           
|(i)     Saving Clause.                                       |  | 21                                                                                           
|(j)     Certain Definitions.                                 |  | 21                                                                                           
|                                                             | 
|ARTICLE XII  NOTICES                                        |  | 22                                                                                           
|                                                             |  |                                                                                              
|Section 44.                                                  |  | Notices.                                                                                      |  | 22
|(a)    Notice to Stockholders.                               |  | 22                                                                                           
|(b)    Notice to Directors.                                  |  | 23                                                                                           
|(c)    Affidavit of Mailing.                                 |  | 23                                                                                           
|(d)    Time Notices Deemed Given.                            |  | 23                                                                                           
|(e)    Methods of Notice.                                    |  | 23                                                                                           
|(f)     Failure to Receive Notice.                           |  | 23                                                                                           
|(g)    Notice to Person with Whom Communication Is Unlawful. |  | 23                                                                                           
|(h)    Notice to Person with Undeliverable Address.          |  | 23                                                                                           
|                                                             | 
|ARTICLE XIII  AMENDMENTS                                    |  | 24                                                                                           
|                                                             |  |                                                                                              
|Section 45.                                                  |  | Amendments.                                                                                   |  | 24
|                                                             | 
|ARTICLE XIV  LOANS TO OFFICERS                              |  | 24                                                                                           
|                                                             |  |                                                                                              
|Section 46.                                                  |  | Loans to Officers.[Intentionally Omitted]                                                     |  | 24
|                                                             | 
|ARTICLE XV  MISCELLANEOUS                                   |  | 24                                                                                           
|                                                             |  |                                                                                              
|Section 47.                                                  |  | Annual Report.                                                                                |  | 24



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BYLAWS



OF



NETMANAGE, INC.



(a Delaware corporation)



(AMENDED, October 23, 2003)



ARTICLE I



OFFICES



Section 1. Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Dover, County of Kent.



Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and
without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.



ARTICLE II



CORPORATE SEAL



Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, Corporate Seal-Delaware. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.



ARTICLE III



STOCKHOLDERS MEETINGS



Section 4. Place of Meetings. Meetings of the
stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required
to be maintained pursuant to Section 2 hereof.



Section 5.
Annual Meeting.



(a) The annual meeting of the
stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.



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(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholders notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred
twenty (120) days prior to the date of the Companys proxy statement released to stockholders in connection with the previous years annual meeting; provided, however, that in the event that no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous years proxy statement, notice by the stockholder to be timely must be so received not earlier than the
close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual
meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by
the corporation. A stockholders notice to the Secretary shall set forth as to each matter the 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, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (iii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf of the proposal is made, (iv) any
material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business, and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the 1934 Act), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the
proxy statement and form of proxy for a stockholders meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.



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(c) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c)
shall be eligible for election as directors. Subject to the rights of the holders of any series of Preferred Stock, nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholders notice shall
set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such persons written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and
(ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish
to the Secretary of the corporation that information required to be set forth in the stockholders notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.



(d) For purposes of this Section 5, public announcement shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.



Section 6. Special Meetings.



(a) Special meetings of the stockholders of the corporation may be called,
for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not
there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall
fix.



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(b) If a special meeting is called by any person or persons other than the Board of Directors, the
request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of
Directors, the Chief Executive Officer, 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 at 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. Upon determination of the time and place of the meeting, the officer receiving the request shall
cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. 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 (b) 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.



Section 7. Notice of Meetings. Except as
otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given 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, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder 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. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.



Section 8. Quorom. At all meetings of stockholders,
except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a
quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the
election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or
classes or series, present in person or represented by proxy, shall



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constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the
Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be
the act of such class or classes or series.



Section 9.
Adjournment and Notice of Adjourned Meetings.Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding
abstentions. When a meeting is adjourned to another time or place, 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 which 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.



Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person
entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted
after three (3) years from its date of creation unless the proxy provides for a longer period.



Section 11. Joint Owners of Stock.If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of
the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as
provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority
or even-split in interest.



Section 12. List of
Stockholders.The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, 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 specified, at the place where the meeting is to be held. The list shall be produced
and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.



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Section 13. Action Without Meeting.



(a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual
or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the 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, shall be 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.



(b) 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 sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporations registered office shall be by hand or by certified or registered mail, return receipt requested.



(c) 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 General
Corporation Law of the State 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.



(d) Notwithstanding the foregoing, no such action by written consent may be taken following the closing of the initial public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the 1933 Act), covering the offer and sale of Common Stock of the corporation (the Initial Public Offering).



Section 14. Organization.



(a) At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall
act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.



(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules,



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regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of
the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.



ARTICLE IV



DIRECTORS



Section 15. Number and Term of Office. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate
of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these
Bylaws.



Section 16. Powers.The powers of the
corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.



Section 17. Classes of Directors.



Subject to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the 1933 Act), covering the
offer and sale of Common Stock to the public (the Initial Public Offering), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I
directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Closing of the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be
elected for a full term of three years. At the third annual meeting of stockholders following the Closing of the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full
term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.



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Notwithstanding the foregoing provisions of this Article, each director shall serve until his successor
is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.



Section 18. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of
Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the
Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such directors successor shall have
been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.



Section 19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary,
such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of
Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall
have been duly elected and qualified.



Section 20.
Removal. Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time (A) with cause by the affirmative vote of the holders of a majority of the voting power of all the
then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the Voting Stock) or (B) without cause by the affirmative vote of the holders of at least two-thirds of the voting power of the
then outstanding shares of Voting Stock.



Section 21.
Meetings.



(a) Annual Meetings. The annual meeting
of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be
held for the purpose of electing officers and transacting such other business as may lawfully come before it.



(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of



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Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by
resolution of the Board of Directors or the written consent of all directors.



(c) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware
whenever called by the Chairman of the Board, the President, or any two of the directors.



(d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.



(e) Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone,
facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date
of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the 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.



(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.



Section 22. Quorum and Voting.



(a) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43
hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of
directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to
time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.



(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a
majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.



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Section 23. Action Without 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, and such writing or writings are flIed with the minutes of proceedings of the Board of Directors or committee.



Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefore.



Section 25. Committees.



(a) Executive Committee. The Board of Directors may by resolution
passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board
of Directors 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, including without limitation the power or authority to declare a dividend, to authorize
the issuance of stock and to adopt a certificate of ownership and merger, 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
amending 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 fix the designations and 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 or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporations property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending
the bylaws of the corporation.



(b) Other Committees.
The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be pennitted by law. Such other committees appointed by the Board of Directors shall consist of
one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the
Executive Committee in these Bylaws.



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(c) Term. Each member of a committee of the Board of Directors shall serve a term on the committee
coexistent with such members term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the
existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any
individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors 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, and, in addition, in the absence or disqualification of any 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.



(d) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 24 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been
given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be
called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat,
except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized
number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.



Section 26. Organization. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a
majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President shall act as secretary of the meeting.



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ARTICLE V



OFFICERS



Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of
the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, and the Controller, all of whom shall be elected at the annual organizational meeting of the
Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of
Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Anyone person may hold any number of offices of the corporation at anyone time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.



Section 28. Tenure and Duties of Officers.



(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.



(b) Duties of Chairman of the Board of
Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and
shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.



(c) Duties of President.The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to
the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perfonn such other duties
and have such other powers as the Board of Directors shall designate from time to time.



(d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice
Presidents shall perfonn other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.



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(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the
Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of
Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given to him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as
the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perfonn the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform
other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.



(f) Duties of Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the
President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and
shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant
Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other
duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.



Section 29. Delegation of Authority.The Board of Directors may from time to time delegate the powers or duties of
any officer to any other officer or agent, notwithstanding any provision hereof.



Section 30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by
the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation
shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.



Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the
affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by
the Board of Directors.



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ARTICLE VI



EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION



Section 32. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory
officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.



Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board
of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal,
may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.



All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to do.



Unless 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.



Section 33. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.



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ARTICLE VII



SHARES OF STOCK



Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such fontl as is consistent
with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any
Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any
officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same
effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and 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. Within a reasonable time after
the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise
required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and 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. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock
of the same class and series shall be identical.



Section
35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.



Section 36. Transfers.



(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.



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(b) The corporation shall have power to enter into and perform any agreement with any number of
stockholders of anyone or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of anyone or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of
Delaware.



Section 37. Fixing Record Dates.



(a) 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, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. 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.



(b) Prior to the Initial Public Offering,
in order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after
the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, 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 required by applicable law, shall be the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the corporations registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.



(c) In order
that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of



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stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the resolution relating thereto.



Section 38. 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, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.



ARTICLE VII



OTHER SECURITIES OF THE
CORPORATION



Section 39. Execution of Other Securities.All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as
may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer
or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which
such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.



ARTICLE IX



DIVIDENDS



Section 40. Declaration of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.



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Section 41. Dividend Reserve.Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which
it was created.



ARTICLE X



FISCAL YEAR



Section 42. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.



ARTICLE XI



INDEMNIFICATION



Section 43. Indemnification of Directors, Executive Officers, Other
Officers, Employees and Other Agents.



(a) Directors
and Executive Officers.The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, executive officers shall have the meaning defined in Rule 3b- 7 promulgated under the 1934 Act) to the
fullest extent not prohibited by the Delaware General Corporation Law; provided, however, that the corporation may limit the extent of such indemnification by individual contracts with its directors and executive officers; and, Rrovided, further,
that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, (ill) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or
(iv) such indemnification is required to be made under subsection (d).



(b) Other Officers, Employees and Other Agents. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the Delaware General Corporation Law.



(c) Expenses. The corporation shall advance to any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer of
the corporation, or is or was serving at the request of



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the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the formal
disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if
it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.



Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an executive officer of
the corporation in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, except by reason
of the fact that such executive officer is or was a director of the corporation or is or was serving at the request of the corporation as .a director of another corporation, partnership, joint venture, trust or other enterprise in which event this
paragraph shall not apply.



(d) Enforcement. Without the
necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a
contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Bylaw to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any
court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant
has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation
(except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation or is or was serving at the request of the corporation as
a director of another corporation, partnership, joint venture, trust or other enterprise) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best interests of the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counselor its stockholders) to have made a
determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent legal counselor



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its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is
not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of
expenses hereunder, the corporation shall be responsible for demonstrating that the director or executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise.



(e) Non-Exclusivity of Rights.The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law.



(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



(g) Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the corporation, upon approval by the Board of Directors,
may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.



(h) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at
the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.



(i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.



(j) Certain Definitions. For the purposes of this Bylaw, the following
definitions shall apply:



(i) The term
proceeding shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative.



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(ii) The term expenses shall be broadly construed and shall include, without
limitation, court costs, attorneys fees, witness fees, fmes, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.



(iii) The term corporation shall include, in
addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, .joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.



(iv) References to a director, executive officer, officer, employee, or agent
of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.



(v)
References to other enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to serving at the
request of the corporation shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
not opposed to the best interests of the corporation as referred to in this Bylaw.



ARTICLE XII



NOTICES



Section 44. Notices.



(a) Notice to Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the
corporation or its transfer agent.



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(b) Notice to Directors. Any notice required to be given to any director may be given by the
method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have flIed in writing with the Secretary, or, in the
absence of such filing, to the last known post office address of such director.



(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying
the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.



(d) Time
Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time
recorded at time of transmission.



(e) Methods of Notice.It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of anyone or more, and any other permissible method or methods may be employed in
respect of any other or others.



(f) Failure to Receive
Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any
privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.



(g) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and
there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law,
the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.



(h) Notice to Person with Undeliverable Address. Whenever notice is
required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least



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two, payments (if sent by first class mail) of dividends or interest on -securities during a twelve-month period, have been mailed addressed to such person
at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall
have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to
whom notice was not required to be given pursuant to this paragraph.



ARTICLE XIII



AMENDMENTS



Section 45. Amendments.Subject to paragraph (h) of Section 43 of the
Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least two-thirds of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to
adopt, amend, or repeal Bylaws.



ARTICLE XIV



LOANS TO OFFICERS



Section 46. Loans to Officers. [Intentionally Omitted]



ARTICLE XV



MISCELLANEOUS



Section 47. Annual Report.



(a) Subject to the provisions of paragraph (b) of this Bylaw, the Board of
Directors shall cause an annual report to be sent to each stockholder of the corporation not later than one hundred twenty (120) days after the close of the corporations fiscal year. Such report shall include a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in fmancial position for such fiscal year, accompanied by any report thereon of independent accounts or, if there is no such report, the certificate of an authorized officer of the
corporation that such statements were prepared without audit from the books and records of the corporation. When there are more than 100 stockholders of record of the corporations shares, as determined by Section 605 of the California
Corporations Code, additional information as required by Section 1501(b) of the California Corporations Code shall also be contained in such report, provided that if the corporation has a class of securities registered under Section 12 of the 1934
Act, that Act shall take precedence. Such report shall be sent to stockholders at least fifteen (15) days prior to the next annual meeting of stockholders after the end of the fiscal year to which it relates.



(b) If and so long as there are fewer than 100 holders of record of the
corporations shares, the requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived.



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