EXHIBIT 3.1

AMENDED AND RESTATED        BYLAWS OF        LIBERATE TECHNOLOGIES        A DELAWARE CORPORATION        AS OF JULY 18, 2002

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TABLE OF CONTENTS

|                                           |                                                                        | Page
|------------------------------------------ | ---------------------------------------------------------------------- | ----
|ARTICLE I OFFICE AND RECORDS               |                                                                        | 1   
|                                           | Section 1.1 Delaware Office                                            |     
|                                           | Section 1.2 Other Offices                                              |     
|                                           | Section 1.3 Books and Records                                          |     
|ARTICLE II STOCKHOLDERS                    |                                                                        | 1   
|                                           | Section 2.1 Annual Meeting                                             |     
|                                           | Section 2.2 Special Meeting                                            |     
|                                           | Section 2.3 Place of Meeting                                           |     
|                                           | Section 2.4 Notice of Meeting                                          |     
|                                           | Section 2.5 Quorum and Adjournment                                     |     
|                                           | Section 2.6 Proxies                                                    |     
|                                           | Section 2.7 Notice of Stockholder Business and Nominations             |     
|                                           | Section 2.8 Procedure for Election of Directors                        |     
|                                           | Section 2.9 Inspectors of Elections; Opening and Closing the Polls     |     
|                                           | Section 2.10 Consent of Stockholders in Lieu of Meeting                |     
|ARTICLE III BOARD OF DIRECTORS             |                                                                        | 4   
|                                           | Section 3.1 General Powers                                             |     
|                                           | Section 3.2 Number, Tenure and Qualifications                          |     
|                                           | Section 3.3 Regular Meetings                                           |     
|                                           | Section 3.4 Special Meetings                                           |     
|                                           | Section 3.5 Notice                                                     |     
|                                           | Section 3.6 Conference Telephone Meetings                              |     
|                                           | Section 3.7 Quorum                                                     |     
|                                           | Section 3.8 Vacancies                                                  |     
|                                           | Section 3.9 Committee                                                  |     
|                                           | Section 3.10 Removal                                                   |     
|                                           | Section 3.11 Action by Unanimous Consent of Directors                  |     
|ARTICLE IV OFFICERS                        |                                                                        | 6   
|                                           | Section 4.1 Elected Officers                                           |     
|                                           | Section 4.2 Election and Term of Office                                |     
|                                           | Section 4.3 Chairman of the Board                                      |     
|                                           | Section 4.4 President and Chief Executive Officer                      |     
|                                           | Section 4.5 Secretary                                                  |     
|                                           | Section 4.6 Treasurer                                                  |     
|                                           | Section 4.7 Removal                                                    |     
|                                           | Section 4.8 Vacancies                                                  |     
|ARTICLE V STOCK CERTIFICATES AND TRANSFERS |                                                                        | 7   
|                                           | Section 5.1 Stock Certificates and Transfers                           |     
|ARTICLE VI INDEMNIFICATION                 |                                                                        | 8   
|                                           | Section 6.1 Right to Indemnification                                   |     
|                                           | Section 6.2 Right to Advancement of Expenses                           |     
|                                           | Section 6.3 Right of Indemnitee to Bring Suit                          |     
|                                           | Section 6.4 Non-Exclusivity of Rights                                  |     
|                                           | Section 6.5 Insurance                                                  |     
|                                           | Section 6.6 Indemnification of Employees and Agents of the Corporation |     

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|ARTICLE VII MISCELLANEOUS PROVISIONS |                              | 9 
|------------------------------------ | ---------------------------- | --
|                                     | Section 7.1 Fiscal Year      |   
|                                     | Section 7.2 Dividends        |   
|                                     | Section 7.3 Seal             |   
|                                     | Section 7.4 Waiver of Notice |   
|                                     | Section 7.5 Audits           |   
|                                     | Section 7.6 Resignations     |   
|                                     | Section 7.7 Contracts        |   
|                                     | Section 7.8 Proxies          |   
|ARTICLE VIII AMENDMENTS              |                              | 10
|                                     | Section 8.1 Amendments       |   

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ARTICLE I  OFFICES AND RECORDS

Section 1.1Delaware Office.The registered office of the Corporation in the State of Delaware will be
located in the City of Wilmington, County of New Castle.

Section 1.2Other Offices.The Corporation may have such other offices, either within or without the
State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3Books and Records.The books and records of the Corporation may be kept at the Corporation's
headquarters in San Carlos, California or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II  STOCKHOLDERS

Section 2.1Annual Meeting.The annual meeting of the stockholders of the Corporation will be held at
such date, place and/or time as may be fixed by resolution of the Board of Directors.

Section 2.2Special Meeting.Special meetings of stockholders of the Corporation may be called only by
the Chairman of the Board, the President or by the Board of Directors or at the request in writing of stockholders owning at least fifty percent (50%) in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote.

Section 2.3Place of Meeting.The Board of Directors may designate the place of meeting for any meeting
of the stockholders. If no designation is made by the Board of Directors, the place of meeting will be the principal office of the Corporation.

Section 2.4Notice of Meeting.Except as otherwise required by law, written, printed, or electronic
notice, stating the place, day and hour of the meeting and the purposes for which the meeting is called, will be prepared and delivered by the Corporation not less than ten days nor more than sixty
days before the date of the meeting, either personally, by mail, or in the case of stockholders who have consented to such delivery, by electronic transmission (as such term is defined in the Delaware
General Corporation Law), to each stockholder of record entitled to vote at such meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail with postage
thereon prepaid, addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation. Notice given by electronic transmission will be effective
(A) if by facsimile, when faxed to a number where the stockholder has consented to receive such notice; (B) if by electronic mail, when mailed electronically to an electronic mail
address at which the stockholder has consented to receive such notice; (C) if by posting on an electronic network together with a separate notice of such posting, upon the later to occur of
(1) the posting or (2) the giving of separate notice of the posting; or (D) if by other form of electronic communication, when directed to the stockholder in the manner consented
to by the stockholder. Such further notice will be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present (except as otherwise provided
by law), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed and (unless the Corporations's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior
to the time previously scheduled for such meeting of stockholders.

Section 2.5Quorum and Adjournment.Except as otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, will constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the
holders of a majority of the voting power of the shares of such class or series will constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the shares
of Voting Stock

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so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chairman or a majority
of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as
required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

Section 2.6Proxies.At all meetings of stockholders, a stockholder may vote by proxy executed in writing
by the stockholder or as may be permitted by law, or by his or her duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his or
her representative, or otherwise
delivered telephonically or electronically as set forth in the applicable proxy statement, at or before the time of the meeting.

Section 2.7Notice of Stockholder Business and Nominations.



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Section 2.8Procedure for Election of Directors.Election of directors at all meetings of the
stockholders at which directors are to be elected will be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any
series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, a plurality of the votes cast thereat will elect directors. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting will be decided by the
affirmative vote of a majority of the voting power of the outstanding Voting Stock present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.9Inspectors of Elections; Opening and Closing the Polls.



Section 2.10Consent of Stockholders in Lieu of Meeting.Any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such
stockholders.

ARTICLE III  BOARD OF DIRECTORS

Section 3.1General Powers.The business and affairs of the Corporation will be managed by or under the
direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or by these Bylaws, the directors are
hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2Number, Tenure and Qualifications.Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively by the Board of Directors, and each director elected
will hold office until his or her successor is elected and qualified.

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Section 3.3Regular Meetings.The Board of Directors may, by resolution, provide the time and place for
the holding of regular meetings without notice other than such resolution.

Section 3.4Special Meetings.Special meetings of the Board of Directors will be called at the request of
the Chairman of the Board, the Chief Executive Officer, the President, the Lead Independent Director, or a majority of the Board of Directors. The person or persons authorized to call special meetings
of the Board of Directors may fix the place and time of the meetings. The "Lead Independent Director" is the Chairman of the Corporate Governance Committee of the Board of Directors.

Section 3.5Notice.Notice of any special meeting will be given to each director at his or her business
or residence in writing or by facsimile transmission, telephone communication, electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive
the form of transmission at the address to which it is directed), or overnight courier. If mailed, such notice will be deemed adequately delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least five days before such meeting. If by facsimile transmission or other electronic transmission, such notice will be transmitted at least
twenty-four hours before such meeting. If by telephone, the notice will be given at least twelve hours prior to the time set for the meeting. If by overnight courier, the notice will be
given to a nationally recognized overnight courier, with delivery costs prepaid and delivery scheduled for the business day preceding the day of the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1
of Article VIII hereof. A meeting may be held at any time without notice if
all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing, either before or after such meeting.

Section 3.6Conference Telephone Meetings.Members of the Board of Directors, or any committee thereof,
may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting
can hear each other, and such participation in a meeting will constitute presence in person at such meeting.

Section 3.7Quorum.A whole number of directors equal to at least a majority of the elected and qualified
directors of the Corporation who are currently serving as such will constitute a quorum for the transaction of business, provided that a quorum may never be less than 1/3 of the total
number of directors authorized (including any vacancies). If at any meeting of the Board of Directors there is less than a quorum present, a majority of the directors present may adjourn the meeting
from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors.

Section 3.8Vacancies.Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause will, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen will hold office until their respective successors are elected and qualified. No decrease in the authorized number of directors will shorten
the term of any incumbent director.

Section 3.9Committees.



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Section 3.10Removal.Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (662/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.

Section 3.11Action by Unanimous Consent of Directors.The Board of Directors may take action without the
necessity of a meeting by unanimous consent of directors. Such consent may be in writing or given by electronic transmission, as such term is defined in the Delaware General Corporation Law.

ARTICLE IV  OFFICERS

Section 4.1Elected Officers.The elected officers of the Corporation will be a Chairman of the Board, a
President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The Chairman of the Board will be chosen from the directors. All officers
chosen by the Board of Directors will each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers
will also have powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 4.2Election and Term of Office.The elected officers of the Corporation will be elected annually
by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers will not be held at such meeting, such
election will be held as soon thereafter as convenient. Subject to Section 4.7 of these Bylaws, each officer will hold office until his or her successor is duly elected and qualified or until
his or her death or until he or she resigns.

Section 4.3Chairman of the Board.The Chairman of the Board will preside at all meetings of the Board.

Section 4.4President and Chief Executive Officer.The President and Chief Executive Officer will be the
general manager of the Corporation, subject to the control of the Board of Directors, and as such will
preside at all meetings of stockholders, will have general supervision of the affairs of the Corporation, will sign or countersign or authorize another officer to sign all certificates, contracts, and
other instruments of the Corporation as authorized by the Board of Directors, will make reports to the Board of Directors and stockholders, and will perform all such other duties as are incident to
such

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office or are properly required by the Board of Directors. If the Board of Directors creates the office of Chief Executive Officer as a separate office from President, the President will be the chief
operating officer of the corporation and will be subject to the general supervision, direction, and control of the Chief Executive Officer unless the Board of Directors provides otherwise.

Section 4.5Secretary.The Secretary will give, or cause to be given, notice of all meetings of
stockholders and directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. The Secretary will record all the
proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and will perform such other duties as may
be assigned to him by the Board of Directors, the Chairman of the Board or the President. He or she will have custody of the seal of the Corporation and will affix the same to all instruments
requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

Section 4.6Treasurer.The Treasurer will have the custody of the corporate funds and securities and will
keep full and accurate receipts and disbursements in books belonging to the Corporation. The Treasurer will deposit all moneys and other valuables in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. The Treasurer will disburse the funds of the Corporation as may be ordered by the Board of Directors the Chairman of the Board, or the
President, taking proper vouchers for such disbursements. The Treasurer will render to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of all his or
her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer will give the Corporation a bond for the faithful discharge of his
or her duties in such amount and with such surety as the Board of Directors will prescribe.

Section 4.7Removal.Any officer elected by the Board of Directors may be removed by the Board of
Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. No elected officer will have any contractual rights against the Corporation for compensation by
virtue of such election beyond the date of the election of his or her successor or his or her death,resignation, or removal, whichever event will first occur, except as otherwise provided in an
employment contract or an employee plan.

Section 4.8Vacancies.A newly created office and a vacancy in any office because of death, resignation,
or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.

ARTICLE V  STOCK CERTIFICATES AND TRANSFERS

Section 5.1Stock Certificates and Transfers.



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ARTICLE VI  INDEMNIFICATION

Section 6.1Right to Indemnification.Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or
was a director or officer of the Corporation or, while a director, officer, or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), where the basis of
such proceeding is alleged action within the course and scope of his or her duties as a director, officer, employee or agent, will be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification will continue as to an indemnitee who has ceased to be a director, officer, employee or agent and will inure to the benefit of the indemnitee's heirs, executors and
administrators;provided, however, that, except as provided in Section 6.3 hereof with respect to proceedings to enforce rights to
indemnification, the Corporation will indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

Section 6.2Right to Advancement of Expenses.The right to indemnification conferred in
Section 6.1 will include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final
disposition (hereinafter an "advancement of expenses");provided, however, that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) will be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.

Section 6.3Right of Indemnitee to Bring Suit.The rights to indemnification and to the advancement of
expenses conferred in Section 6.1 and Section 6.2, respectively, will be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation
within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period will be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee will be entitled to be paid also the expense of prosecuting or defending such suit. In
(A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it will be
a defense that, and (B) in any suit by the Corporation to recover

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an advancement of expenses pursuant to the terms of an undertaking the Corporation will be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee 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 counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, will create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought
by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section
or otherwise will be on the Corporation.

Section 6.4Non-Exclusivity of Rights.The rights to indemnification and to the advancement
of expenses conferred in this Section will not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation, these Amended and Restated Bylaws,
or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5Insurance.The Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6Indemnification of Employees and Agents of the Corporation.The Corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article VI regarding the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VII  MISCELLANEOUS PROVISIONS

Section 7.1Fiscal Year.The fiscal year of the Corporation will begin on the first day of June and end
on the thirty-first day of May of each year.

Section 7.2Dividends.The Board of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

Section 7.3Seal.The corporate seal will have inscribed the name of the Corporation thereon and will be
in such form as may be approved from time to time by the Board of Directors.

Section 7.4Waiver of Notice.Whenever any notice is required to be given to any stockholder or director
of the Corporation under the provisions of the Delaware General Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time
stated therein, will be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders of the Board of
Directors need be specified in any waiver of notice of such meeting.

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Section 7.5Audits.The accounts, books and records of the Corporation will be audited upon the
conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it will be the duty of the Board of Directors to cause such audit to be made
annually.

Section 7.6Resignations.Any director or any officer, whether elected or appointed, may resign at any
time by serving written notice of such resignation on the Chairman of the Board, the President or the Secretary, or by submitting such resignation by electronic transmission (as such term is defined
in the Delaware General Corporation Law), and such resignation will be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the
President, or the Secretary or at such later date as is stated therein. No formal action will be required of the Board of Directors or the stockholders to make any such resignation effective.

Section 7.7Contracts.Except as otherwise required by law, the Certificate of Incorporation or these
Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may
from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board,
the President or any Vice President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power will not
relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 7.8Proxies.Unless otherwise provided by resolution adopted by the Board of Directors, the
Chairman of the Board, the President or any Vice President may from time to time appoint any attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation,
to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock and other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to
any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the
premises.

ARTICLE VIII  AMENDMENTS

Section 8.1Amendments.Subject to the provisions of the Certificate of Incorporation, these Bylaws may
be amended, altered, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and,
in the case of a meeting of the Board of Directors, in a notice given no less than twenty-four hours prior to the meeting.

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CERTIFICATE OF SECRETARY OF        LIBERATE TECHNOLOGIES

The undersigned, Kent Walker, hereby certifies that he is the duly elected and acting Secretary of Liberate Technologies, a Delaware corporation ("Liberate"), and
that the Bylaws attached hereto constitute the Bylaws of Liberate as duly adopted by its Directors on July 18, 2002.

|/s/ KENT WALKERKent Walker Senior Vice President, General Counsel, and Secretary |  | August 1, 2002Date
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