Exhibit 3.1



AMENDED AND RESTATED



BYLAWS



OF



ADVENT SOFTWARE, INC.

(a Delaware corporation)



(As of May 12, 2004)



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AMENDED AND RESTATED



BYLAWS



OF



ADVENT SOFTWARE, INC.

(a Delaware corporation)



TABLE OF CONTENTS



|                                    |  |      |  |                                                                 |  |     
|----------------------------------- |  | ---- |  | --------------------------------------------------------------- |  | ----
|                                    |  |      |  |                                                                 |  | Page
|ARTICLE I CORPORATE OFFICES         |  | 1   
|                                    |  |      | 
|                                    |  | 1.1  |  | REGISTERED OFFICE                                               |  | 1   
|                                    |  |      | 
|                                    |  | 1.2  |  | OTHER OFFICES                                                   |  | 1   
|                                    | 
|ARTICLE II MEETINGS OF STOCKHOLDERS |  | 1   
|                                    |  |      | 
|                                    |  | 2.1  |  | PLACE OF MEETINGS                                               |  | 1   
|                                    |  |      | 
|                                    |  | 2.2  |  | ANNUAL MEETING                                                  |  | 1   
|                                    |  |      | 
|                                    |  | 2.3  |  | SPECIAL MEETING                                                 |  | 2   
|                                    |  |      | 
|                                    |  | 2.4  |  | NOTICE OF STOCKHOLDERS' MEETINGS                                |  | 2   
|                                    |  |      | 
|                                    |  | 2.5  |  | ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS |  | 2   
|                                    |  |      | 
|                                    |  | 2.6  |  | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                    |  | 4   
|                                    |  |      | 
|                                    |  | 2.7  |  | QUORUM                                                          |  | 4   
|                                    |  |      | 
|                                    |  | 2.8  |  | ADJOURNED MEETING; NOTICE                                       |  | 4   
|                                    |  |      | 
|                                    |  | 2.9  |  | VOTING                                                          |  | 5   
|                                    |  |      | 
|                                    |  | 2.10 |  | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING         |  | 5   
|                                    |  |      | 
|                                    |  | 2.11 |  | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING                      |  | 5   
|                                    |  |      | 
|                                    |  | 2.12 |  | PROXIES                                                         |  | 6   
|                                    |  |      | 
|                                    |  | 2.13 |  | ORGANIZATION                                                    |  | 6   
|                                    |  |      | 
|                                    |  | 2.14 |  | LIST OF STOCKHOLDERS ENTITLED TO VOTE                           |  | 6   
|                                    |  |      | 
|                                    |  | 2.15 |  | INSPECTORS OF ELECTION                                          |  | 7   
|                                    | 
|ARTICLE III DIRECTORS               |  | 7   
|                                    |  |      | 
|                                    |  | 3.1  |  | POWERS                                                          |  | 7   



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TABLE OF CONTENTS

(Continued)



|                      |  |      |  |                                                   |  |     
|--------------------- |  | ---- |  | ------------------------------------------------- |  | ----
|                      |  |      |  |                                                   |  | Page
|                      |  | 3.2  |  | NUMBER OF DIRECTORS                               |  | 8   
|                      |  |      | 
|                      |  | 3.3  |  | ELECTION AND TERM OF OFFICE OF DIRECTORS          |  | 8   
|                      |  |      | 
|                      |  | 3.4  |  | RESIGNATION AND VACANCIES                         |  | 8   
|                      |  |      | 
|                      |  | 3.5  |  | REMOVAL OF DIRECTORS                              |  | 9   
|                      |  |      | 
|                      |  | 3.6  |  | PLACE OF MEETINGS; MEETINGS BY TELEPHONE          |  | 9   
|                      |  |      | 
|                      |  | 3.7  |  | FIRST MEETINGS                                    |  | 9   
|                      |  |      | 
|                      |  | 3.8  |  | REGULAR MEETINGS                                  |  | 10  
|                      |  |      | 
|                      |  | 3.9  |  | SPECIAL MEETINGS; NOTICE                          |  | 10  
|                      |  |      | 
|                      |  | 3.10 |  | QUORUM                                            |  | 10  
|                      |  |      | 
|                      |  | 3.11 |  | WAIVER OF NOTICE                                  |  | 11  
|                      |  |      | 
|                      |  | 3.12 |  | ADJOURNMENT                                       |  | 11  
|                      |  |      | 
|                      |  | 3.13 |  | NOTICE OF ADJOURNMENT                             |  | 11  
|                      |  |      | 
|                      |  | 3.14 |  | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING |  | 11  
|                      |  |      | 
|                      |  | 3.15 |  | FEES AND COMPENSATION OF DIRECTORS                |  | 11  
|                      |  |      | 
|                      |  | 3.16 |  | APPROVAL OF LOANS TO OFFICERS                     |  | 11  
|                      | 
|ARTICLE IV COMMITTEES |  | 12  
|                      |  |      | 
|                      |  | 4.1  |  | COMMITTEES OF DIRECTORS                           |  | 12  
|                      |  |      | 
|                      |  | 4.2  |  | MEETINGS AND ACTION OF COMMITTEES                 |  | 12  
|                      |  |      | 
|                      |  | 4.3  |  | COMMITTEE MINUTES                                 |  | 13  
|                      | 
|ARTICLE V OFFICERS    |  | 13  
|                      |  |      | 
|                      |  | 5.1  |  | OFFICERS                                          |  | 13  
|                      |  |      | 
|                      |  | 5.2  |  | ELECTION OF OFFICERS                              |  | 13  
|                      |  |      | 
|                      |  | 5.3  |  | SUBORDINATE OFFICERS                              |  | 13  
|                      |  |      | 
|                      |  | 5.4  |  | REMOVAL AND RESIGNATION OF OFFICERS               |  | 14  
|                      |  |      | 
|                      |  | 5.5  |  | VACANCIES IN OFFICES                              |  | 14  
|                      |  |      | 
|                      |  | 5.6  |  | CHAIRMAN OF THE BOARD                             |  | 14  
|                      |  |      | 
|                      |  | 5.7  |  | CHIEF EXECUTIVE OFFICER                           |  | 14  
|                      |  |      | 
|                      |  | 5.8  |  | PRESIDENT                                         |  | 15  
|                      |  |      | 
|                      |  | 5.9  |  | VICE PRESIDENTS                                   |  | 15  
|                      |  |      | 
|                      |  | 5.10 |  | SECRETARY                                         |  | 15  
|                      |  |      | 
|                      |  | 5.11 |  | CHIEF FINANCIAL OFFICER                           |  | 16  
|                      |  |      | 
|                      |  | 5.12 |  | ASSISTANT SECRETARY                               |  | 16  
|                      |  |      | 
|                      |  | 5.13 |  | ADMINISTRATIVE OFFICERS                           |  | 16  



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TABLE OF CONTENTS

(Continued)



|                                                                              |  |      |  |                                                             |  |     
|----------------------------------------------------------------------------- |  | ---- |  | ----------------------------------------------------------- |  | ----
|                                                                              |  |      |  |                                                             |  | Page
|                                                                              |  | 5.14 |  | AUTHORITY AND DUTIES OF OFFICERS                            |  | 16  
|                                                                              | 
|ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS |  | 17  
|                                                                              |  |      | 
|                                                                              |  | 6.1  |  | INDEMNIFICATION OF DIRECTORS AND OFFICERS                   |  | 17  
|                                                                              |  |      | 
|                                                                              |  | 6.2  |  | INDEMNIFICATION OF OTHERS                                   |  | 18  
|                                                                              |  |      | 
|                                                                              |  | 6.3  |  | INSURANCE                                                   |  | 18  
|                                                                              |  |      | 
|                                                                              |  | 6.4  |  | SAVINGS CLAUSE                                              |  | 18  
|                                                                              |  |      | 
|                                                                              |  | 6.5  |  | CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES |  | 18  
|                                                                              |  |      | 
|                                                                              |  | 6.6  |  | NON-EXCLUSIVITY OF RIGHTS                                   |  | 19  
|                                                                              |  |      | 
|                                                                              |  | 6.7  |  | AMENDMENTS                                                  |  | 19  
|                                                                              | 
|ARTICLE VII RECORDS AND REPORTS                                               |  | 19  
|                                                                              |  |      | 
|                                                                              |  | 7.1  |  | MAINTENANCE AND INSPECTION OF RECORDS                       |  | 19  
|                                                                              |  |      | 
|                                                                              |  | 7.2  |  | INSPECTION BY DIRECTORS                                     |  | 19  
|                                                                              |  |      | 
|                                                                              |  | 7.3  |  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS              |  | 20  
|                                                                              |  |      | 
|                                                                              |  | 7.4  |  | CERTIFICATION AND INSPECTION OF BYLAWS                      |  | 20  
|                                                                              | 
|ARTICLE VIII GENERAL MATTERS                                                  |  | 20  
|                                                                              |  |      | 
|                                                                              |  | 8.1  |  | RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING       |  | 20  
|                                                                              |  |      | 
|                                                                              |  | 8.2  |  | CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS                   |  | 20  
|                                                                              |  |      | 
|                                                                              |  | 8.3  |  | FISCAL YEAR                                                 |  | 21  
|                                                                              |  |      | 
|                                                                              |  | 8.4  |  | CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED           |  | 21  
|                                                                              |  |      | 
|                                                                              |  | 8.5  |  | STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES            |  | 21  
|                                                                              |  |      | 
|                                                                              |  | 8.6  |  | SPECIAL DESIGNATION ON CERTIFICATES                         |  | 22  
|                                                                              |  |      | 
|                                                                              |  | 8.7  |  | LOST CERTIFICATES                                           |  | 22  
|                                                                              |  |      | 
|                                                                              |  | 8.8  |  | TRANSFER AGENTS AND REGISTRARS                              |  | 22  
|                                                                              |  |      | 
|                                                                              |  | 8.9  |  | CONSTRUCTION; DEFINITIONS                                   |  | 22  
|                                                                              | 
|ARTICLE IX AMENDMENTS                                                         |  | 23  



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AMENDED AND RESTATED



BYLAWS



OF



ADVENT SOFTWARE, INC.

(a Delaware corporation)



ARTICLE I



CORPORATE OFFICES



1.1REGISTERED OFFICE



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



1.2OTHER OFFICES



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



ARTICLE II



MEETINGS OF STOCKHOLDERS



2.1PLACE OF MEETINGS



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



2.2ANNUAL MEETING



The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of stockholders



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shall be held on the second Friday in June in each year at 10:00 a.m. However, if such day falls on a legal holiday, then
the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.



2.3SPECIAL MEETING



A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman of the board,
the chief executive officer, or the president.



2.4NOTICE OF STOCKHOLDERS MEETINGS



All notices of meetings of stockholders shall be sent or otherwise given in accordance with Sections 2.5 and 2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The
notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and (i) in the case of a special
meeting, the purpose or purposes for which the meeting is called (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the
notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who,
at the time of the notice, the board intends to present for election.



2.5ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS



(a) 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: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (iii) 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) calendar days before the
one year anniversary of the date on which the corporation first mailed its proxy statement to stockholders in connection with the previous years annual meeting of stockholders. A stockholders notice to the secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting: (A) 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, (B) the name and
address, as they appear on the corporations books, of the stockholder proposing such business, (C) the class and number of shares of the corporation that are beneficially owned by the stockholder, (D) any material interest of the stockholder
in such business, and (E) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities



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Exchange Act of 1934, as amended, 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
Securities Exchange Act of 1934, as amended. 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 (a). 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 (a), 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.



(b) Only persons who are nominated in accordance with the procedures set forth in this paragraph (b) shall be eligible for election as directors.
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 (b). 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 (a) of this Section 2.5. 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 that 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 elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(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 (a) of this Section 2.5. 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 (b). 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.



These
provisions shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors and committees of the board of directors, but in connection therewith no new business shall be acted upon at any such
meeting unless stated, filed and received as herein provided. Notwithstanding anything in these bylaws to the contrary, no business brought before a meeting by a stockholder shall be conducted at an annual meeting except in accordance with
procedures set forth in this Section 2.5.



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2.6MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE



Written notice of any meeting of stockholders shall be given either (i)
personally, (ii) by private courier, (iii) by first or third-class United States mail, (iv) by other written communication, or (v) by other electronic or wireless means. Notices not personally delivered shall be sent charges prepaid and shall be
addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered
personally or by courier or deposited in the mail or sent by other means of written communication or other electronic or wireless means.



An affidavit of the mailing or other means of giving any notice of any stockholders meeting, executed by the secretary or an assistant secretary, or
of any transfer agent or any other agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.



2.7QUORUM



The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of
the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting in accordance with Section 2.8 of these bylaws.



When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the laws of the State of Delaware
or of the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.



If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action taken is approved by a majority of the stockholders initially constituting the quorum.



2.8ADJOURNED MEETING; NOTICE



When a meeting is adjourned to another time and place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business



4



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that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.



2.9VOTING



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



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



2.10STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING



Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents 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. Such consents shall be delivered to the corporation by delivery to it 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.



2.11RECORD DATE FOR STOCKHOLDER NOTICE; VOTING



For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the board of directors may fix, in advance, a record date, which shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors and which shall not be more than sixty(60) days nor less than ten (10) days before the date of any such meeting, and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date.



If the board of directors does not so fix a record date, 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 business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business 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 unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original meeting.



The record date for any other purpose shall be as provided in Section 8.1 of these bylaws.



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2.12PROXIES



Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by
one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.
A proxy shall be deemed signed if the stockholders name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, telefacsimile or otherwise) by the stockholder or the stockholders attorney-in-fact. The
revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.



2.13ORGANIZATION



The chairman of the board, or in the absence of the chairman, the president, shall call the meeting of the stockholders to
order, and shall act as chairman of the meeting. In the absence of the chairman of the board, the president, and all of the vice presidents, the stockholders shall appoint a chairman for such meeting. The chairman of any meeting of stockholders
shall determine the order of business and the procedures at the meeting, including such matters as the regulation of the manner of voting and the conduct of business. The secretary of the corporation shall act as secretary of all meetings of the
stockholders, but in the absence of the secretary at any meeting of the stockholders, the chairman of the meeting may appoint any person to act as secretary of the meeting.



2.14LIST OF STOCKHOLDERS ENTITLED TO VOTE



The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporations principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting
on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders and of the number of shares held by each such stockholder.



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2.15INSPECTORS OF ELECTION



Before any meeting of stockholders, the board of directors may appoint an
inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any stockholder or a stockholders proxy shall, appoint an
inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more stockholders or proxies, then the holders
of a majority of the voting power of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then
the chairperson of the meeting may, and upon the request of any stockholder or a stockholders proxy shall, appoint a person to fill that vacancy.



Such inspectors shall:



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



(ii)
receive votes, ballots or consents;



(iii) hear and determine
all challenges and questions in any way arising in connection with the right to vote;



(iv) count and tabulate all votes or consents;



(v) determine when the polls shall close;



(vi) determine the result; and



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



ARTICLE III



DIRECTORS



3.1POWERS



Subject to
the provisions of the General Corporation Law of Delaware and to any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.



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3.2NUMBER OF DIRECTORS



The board of directors shall consist of six (6) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation.



3.3ELECTION AND TERM OF OFFICE OF DIRECTORS



Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director, including a director elected or appointed to fill a vacancy, shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for
directors.



3.4RESIGNATION AND
VACANCIES



Any director may resign
effective on giving notice in writing or by electronic transmission to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.



Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director;
however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute a majority of the required quorum). Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.



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



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



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



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



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



3.5REMOVAL OF DIRECTORS



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



3.6PLACE OF MEETINGS; MEETINGS BY
TELEPHONE



Regular meetings of the board
of directors may be held at anyplace within or outside the State of Delaware that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive
office of the corporation. Special meetings of the board may be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation.



Any meeting of
the board, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such participating directors shall be deemed to be present in
person at the meeting.



3.7FIRST
MEETINGS



The first meeting of each newly
elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders,



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the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.



3.8REGULAR MEETINGS



Regular meetings of the board of directors may be held without notice at such time as shall from time to time be determined by the board of directors.
If any regular meeting day shall fall on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day.



3.9SPECIAL MEETINGS; NOTICE



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



Notice of the time and place of special meetings shall be (i) delivered personally by hand, by courier or by telephone, (ii) sent by United States
first-class mail, postage prepaid (iii) sent by facsimile, or (iv) sent by electronic mail or other electronic or wireless means, charges prepaid, addressed to each director at that directors address, telephone number, facsimile number or
electronic mail address, as the case may be, as it is shown on the records of the corporation. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail or other electronic
or wireless means, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of
the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it
to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.



3.10QUORUM



A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 3.12 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the
provisions of the certificate of incorporation and applicable law.



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



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3.11WAIVER OF NOTICE



Notice of a meeting need not be given to any director (i)who signs a waiver
of notice, whether before or after the meeting, or (ii)who attends the meeting other than for the express purposed of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or
convened. All such waivers shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.



3.12ADJOURNMENT



A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting of the board to another time and place.



3.13NOTICE OF ADJOURNMENT



Notice of the time and place of holding an adjourned meeting of the board need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice
of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.9 of these bylaws, to the directors who were not present at the time of the adjournment.



3.14BOARD ACTION BY WRITTEN CONSENT WITHOUT A
MEETING



Any action required or permitted to be
taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing or by electronic transmission to that action. Such action by written consent or electronic
transmission shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the
board of directors.



3.15FEES AND COMPENSATION OF
DIRECTORS



Directors and members of committees
may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.15 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.



3.16APPROVAL OF LOANS TO OFFICERS



Subject to the last sentence hereof, the corporation may lend money to, or guarantee any obligation of, or otherwise assist any employee of the
corporation or its subsidiaries, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and



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may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a
pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. Notwithstanding the foregoing, the
corporation shall in no event make any new loan to any director or executive officer or make any material modification to any existing loan.



ARTICLE IV



COMMITTEES



4.1COMMITTEES OF DIRECTORS



The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of one (1) or more of the directors, to serve at the pleasure of the board. The
board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have and may exercise all the powers and authority of the board, but no such committee shall have the power or authority
to (i) approve or adopt or recommend to the stockholders any action or matter that requires the approval of the stockholders, (ii) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of Delaware, 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 (iii) adopt, amend, or repeal any bylaw of the corporation.



4.2MEETINGS AND ACTION OF COMMITTEES



Meetings and actions of committees shall be governed by, and held and taken in accordance with, the following provisions of Article III of these bylaws:
Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum), Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13 (notice of adjournment)
and Section 3.14 (board action by written consent without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the
time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that
notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with
the provisions of these bylaws.



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4.3COMMITTEE MINUTES



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



ARTICLE V



OFFICERS



5.1OFFICERS



The Corporate Officers of the corporation shall be a chief executive
officer, a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents (however denominated), one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.



In addition to the Corporate Officers of the Company described above, there
may also be such Administrative (or non-executive) Officers of the corporation as may be designated and appointed from time to time by the chief executive officer of the corporation in accordance with the provisions of Section 5.13 of these bylaws.



5.2ELECTION OF OFFICERS



The Corporate Officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment, and shall hold
their respective offices for such terms as the board of directors may from time to time determine.



5.3SUBORDINATE OFFICERS



The board of directors may appoint, or may empower the chief executive officer to appoint, such executive officers who are not Corporate Officers as the
business of the corporation may require, each of whom shall hold office for such period, have such power and authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.



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The chief executive officer may from time to time designate and appoint Administrative (or non-executive)
Officers of the corporation in accordance with the provisions of Section 5.13 of these bylaws.



5.4REMOVAL AND RESIGNATION OF OFFICERS



Subject to the rights, if any, of an executive officer under any contract of employment, any executive officer may be removed, either with or without
cause, by the board of directors at any regular or special meeting of the board or, except in case of an executive officer chosen by the board of directors, by any Corporate Officer upon whom such power of removal may be conferred by the board of
directors.



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



Any Administrative (or non-executive) Officer may be removed, either with or without cause, at any time by the chief
executive officer. Any Administrative (or non-executive) Officer may resign at any time by giving written notice to the chief executive officer or to the secretary of the corporation.



5.5VACANCIES IN OFFICES



A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to that office.



5.6CHAIRMAN OF THE BOARD



The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise such other powers and perform such other duties as may from time to time be
assigned to him or her by the board of directors or as may be prescribed by these bylaws. If there is no chairman of the board, then the chief executive officer of the corporation shall have the powers and duties prescribed herein.



5.7CHIEF EXECUTIVE OFFICER



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



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5.8PRESIDENT



Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman and chief executive
officer, if there be such an officer, the president of the corporation shall, subject to the control of the board of directors, have general supervision over the operation of the corporation, including the general powers and duties of management
usually vested in the office of president of a corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.



5.9VICE PRESIDENTS



In the absence or disability of the president, and if there is no chairman of the board or chief executive officer, the vice
presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the
chief executive officer, the president or the chairman of the board.



5.10SECRETARY



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



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



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



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5.11CHIEF FINANCIAL OFFICER



The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and
shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.



The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may
be designated by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his or her
transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.



5.12ASSISTANT SECRETARY



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



5.13ADMINISTRATIVE OFFICERS



In addition to the Corporate Officers of the corporation as provided in Section 5.1 of these bylaws and such subordinate
Corporate Officers as may be appointed in accordance with Section 5.3 of these bylaws, there may also be such Administrative (or non-executive) Officers of the corporation as may be designated and appointed from time to time by the chief executive
officer of the corporation. Administrative Officers shall perform such duties and have such powers as from time to time may be determined by the chief executive officer or the board of directors in order to assist the Corporate Officers in the
furtherance of their duties. In the performance of such duties and the exercise of such powers, however, such Administrative Officers shall have limited authority to act on behalf of the corporation as the board of directors shall establish,
including but not limited to limitations on the dollar amount and on the scope of agreements or commitments that may be made by such Administrative Officers on behalf of the corporation, which limitations may not be exceeded by such individuals or
altered by the chief executive officer without further approval by the board of directors.



5.14AUTHORITY AND DUTIES OF OFFICERS



In addition to the foregoing powers, authority and duties, all officers of the corporation shall respectively have such authority and powers and perform
such duties in the management of the business of the corporation as may be designated from time to time by the board of directors.



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ARTICLE VI



INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS



6.1INDEMNIFICATION OF DIRECTORS AND OFFICERS



The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now exists or may hereafter be amended, indemnify any person against expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was a director or officer of the corporation. For purposes of this Section 6.1, a director or officer of the corporation shall mean any person (i) who is or was a director or officer
of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.



The corporation shall be required to indemnify a director or officer in connection with an action, suit, or proceeding (or part thereof) initiated by such
director or officer only if the initiation of such action, suit, or proceeding (or part thereof) by the director or officer was authorized by the board of Directors of the corporation.



The corporation shall pay the expenses (including attorneys fees) incurred by a director or officer of the corporation
entitled to indemnification hereunder in defending any action, suit or proceeding referred to in this Section 6.1 in advance of its final disposition; provided, however, that payment of expenses incurred by a director or officer of the corporation
in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.



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



Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such
repeal or modification.



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6.2INDEMNIFICATION OF OTHERS



The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now exists or may hereafter be amended, to indemnify any person (other than directors and officers) against expenses (including attorneys fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding, in which such person was or is a party or is threatened to be made a party by reason of the fact that
such person is or was an employee or agent of the corporation. For purposes of this Section 6.2, an employee or agent of the corporation (other than a director or officer) shall mean any person (i) who is or was an employee
or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation
which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.



6.3INSURANCE



The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.



6.4SAVINGS CLAUSE



If this Article VI or any portion thereof shall be invalidated on any ground
by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director, officer, employee or agent of the corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the corporation, to the
full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law.



6.5CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES



The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise
prided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



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6.6NON-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 General Corporation Law of Delaware.



6.7AMENDMENTS



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.



ARTICLE
VII



RECORDS AND REPORTS



7.1MAINTENANCE AND INSPECTION OF RECORDS



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



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



7.2INSPECTION BY DIRECTORS



Any director shall have the right to examine the corporations stock ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.



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7.3REPRESENTATION OF SHARES OF OTHER CORPORATIONS



The chairman of the board, if any, the chief executive officer, the
president, any vice president, the chief financial officer, the secretary or any assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent
and exercise on behalf of this corporation all rights incident to any and all shares of the stock of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.



7.4CERTIFICATION AND INSPECTION OF BYLAWS



The original or a copy of these bylaws, as amended or otherwise altered to date, certified by the secretary, shall be kept
at the corporations principal executive office and shall be open to inspection by the stockholders of the corporation, at all reasonable times during office hours.



ARTICLE VIII



GENERAL MATTERS



8.1RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING



For purposes of determining 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 stock, or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not
precede the date upon which the resolution fixing the record date is adopted and which shall not be more than sixty (60) days before any such action. In that case, only stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise
provided by law.



If the board of directors does not so fix a
record date, then 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 applicable resolution.



8.2CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS



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



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8.3FISCAL YEAR



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



8.4CORPORATE CONTRACTS AND
INSTRUMENTS: HOW EXECUTED



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



8.5STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES



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



Certificates for shares shall be of such form
and device as the board of directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a summary statement or reference to the
powers, designations, preferences or other special rights of such stock and the qualifications, limitations or restrictions of such preferences and/or rights, if any; a statement or summary of liens, if any; a conspicuous notice of restrictions upon
transfer or registration of transfer, if any; a statement as to any applicable voting trust agreement; if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.



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



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



8.6SPECIAL DESIGNATION ON CERTIFICATES



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



8.7LOST CERTIFICATES



Except as provided in this Section 8.7, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost,
stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.



8.8TRANSFER AGENTS AND REGISTRARS



The board of directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, each of which shall be an incorporated bank or trust company  either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the board
of directors may designate.



8.9CONSTRUCTION;
DEFINITIONS



Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the General Corporation Law of Delaware shall govern the construction of these



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bylaws. Without limiting the generality of this provision, as used in these bylaws, the singular number includes the
plural, the plural number includes the singular, and the term person includes both an entity and a natural person.



ARTICLE IX



AMENDMENTS



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



Whenever an amendment or new bylaw is adopted, it shall be copied in the book
of bylaws with the original bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or the filing of the operative written consent(s) shall be stated in said book.



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