Exhibit 3.2



AMENDED AND RESTATED



BYLAWS



OF



REPTRON
ELECTRONICS, INC.,



a Florida corporation



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|             |  |                                                                                          |  |  
|------------ |  | ---------------------------------------------------------------------------------------- |  | -
|ARTICLE I.   |  | OFFICES                                                                                  |  | 1
|             |  |                                                                                         
|Section 1.   |  | Registered Office.                                                                       |  | 1
|Section 2.   |  | Other Offices.                                                                           |  | 1
|             |  |                                                                                         
|ARTICLE II.  |  | MEETINGS OF STOCKHOLDERS                                                                 |  | 1
|             |  |                                                                                         
|Section 1.   |  | Place of Meetings.                                                                       |  | 1
|Section 2.   |  | Annual Meeting.                                                                          |  | 1
|Section 3.   |  | Quorum.                                                                                  |  | 1
|Section 4.   |  | Majority Vote.                                                                           |  | 2
|Section 5.   |  | Voting Rights.                                                                           |  | 2
|Section 6.   |  | Special Meetings.                                                                        |  | 2
|Section 7.   |  | Notice of Meetings.                                                                      |  | 2
|Section 8.   |  | Adjournment and Notice of Adjourned Meetings.                                            |  | 3
|Section 9.   |  | List of Stockholders.                                                                    |  | 3
|Section 10.  |  | Action Without Meeting.                                                                  |  | 3
|Section 11.  |  | Organization.                                                                            |  | 3
|             |  |                                                                                         
|ARTICLE III. |  | DIRECTORS                                                                                |  | 4
|             |  |                                                                                         
|Section 1.   |  | Number and Term of Office.                                                               |  | 4
|Section 2.   |  | Powers.                                                                                  |  | 4
|Section 3.   |  | Vacancies.                                                                               |  | 4
|Section 4.   |  | Meetings of the Board of Directors.                                                      |  | 5
|Section 5.   |  | Committees of Directors.                                                                 |  | 6
|Section 6.   |  | Compensation of Directors.                                                               |  | 6
|Section 7.   |  | Resignation.                                                                             |  | 6
|Section 8.   |  | Organization.                                                                            |  | 7
|             |  |                                                                                         
|ARTICLE IV.  |  | INDEMNIFICATION                                                                          |  | 7
|             |  |                                                                                         
|Section 1.   |  | Indemnification of Directors and Officers.                                               |  | 7
|Section 2.   |  | Employees and Other Agents.                                                              |  | 7
|Section 3.   |  | Expenses.                                                                                |  | 7
|Section 4.   |  | Enforcement.                                                                             |  | 8
|Section 5.   |  | Non-Exclusivity of Rights.                                                               |  | 8
|Section 6.   |  | Survival of Rights.                                                                      |  | 9
|Section 7.   |  | Insurance.                                                                               |  | 9
|Section 8.   |  | Amendments.                                                                              |  | 9
|Section 9.   |  | Saving Clause.                                                                           |  | 9
|Section 10.  |  | Definitions. For the purposes of this Article IV, the following definitions shall apply: |  | 9



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|              |  |                                                                                                           |  |   
|------------- |  | --------------------------------------------------------------------------------------------------------- |  | --
|ARTICLE V.    |  | OFFICERS                                                                                                  |  | 10
|              |  |                                                                                                          
|Section 1.    |  | Officers Designated.                                                                                      |  | 10
|Section 2.    |  | Appointment of Officers.                                                                                  |  | 10
|Section 3.    |  | Other Officers and Agents.                                                                                |  | 10
|Section 4.    |  | Salaries.                                                                                                 |  | 10
|Section 5.    |  | Term.                                                                                                     |  | 10
|Section 6.    |  | Chairman of the Board.                                                                                    |  | 11
|Section 7.    |  | President.                                                                                                |  | 11
|Section 8.    |  | Vice Presidents.                                                                                          |  | 11
|Section 9.    |  | Secretary.                                                                                                |  | 11
|Section 10.   |  | Assistant Secretary.                                                                                      |  | 11
|Section 11.   |  | Treasurer.                                                                                                |  | 11
|Section 12.   |  | Assistant Treasurer.                                                                                      |  | 12
|Section 13.   |  | Delegation of Authority.                                                                                  |  | 12
|Section 14.   |  | Resignations.                                                                                             |  | 12
|              |  |                                                                                                          
|ARTICLE VI.   |  | EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES AND VOTING OF SECURITIES OWNED BY THE CORPORATION |  | 12
|              |  |                                                                                                          
|Section 1.    |  | Execution of Corporate Instruments.                                                                       |  | 12
|Section 2.    |  | Voting of Securities Owned by the Corporation.                                                            |  | 13
|Section 3.    |  | Execution of Other Securities of the Corporation.                                                         |  | 13
|              |  |                                                                                                          
|ARTICLE VII.  |  | SHARES OF STOCK                                                                                           |  | 13
|              |  |                                                                                                          
|Section 1.    |  | Form of Executed Certificate.                                                                             |  | 13
|Section 2.    |  | Signatures.                                                                                               |  | 14
|Section 3.    |  | Rights of Each Class of Stock.                                                                            |  | 14
|Section 4.    |  | Lost, Stolen or Destroyed Certificates.                                                                   |  | 14
|Section 5.    |  | Transfers of Stock.                                                                                       |  | 14
|Section 6.    |  | Fixing Record Date.                                                                                       |  | 14
|Section 7.    |  | Registered Stockholders.                                                                                  |  | 15
|              |  |                                                                                                          
|ARTICLE VIII. |  | GENERAL PROVISIONS                                                                                        |  | 15
|              |  |                                                                                                          
|Section 1.    |  | Dividends.                                                                                                |  | 15
|Section 2.    |  | Reserve Fund.                                                                                             |  | 15
|Section 3.    |  | Fiscal Year.                                                                                              |  | 15
|Section 4.    |  | Corporate Seal.                                                                                           |  | 15
|Section 5.    |  | Notices.                                                                                                  |  | 15
|Section 6.    |  | Waiver of Notice.                                                                                         |  | 16
|Section 7.    |  | Annual Statement.                                                                                         |  | 16
|              |  |                                                                                                          
|ARTICLE IX.   |  | AMENDMENTS                                                                                                |  | 16



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AMENDED AND RESTATED



BYLAWS



OF



REPTRON ELECTRONICS, INC.



ARTICLE I.

OFFICES



Section 1. Registered Office. The registered office of the corporation shall be in the City of Tampa, State of Florida, or such other place
within the State of Florida as the Board of Directors may determine.



Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the corporation may
require.



ARTICLE II.

MEETINGS OF STOCKHOLDERS



Section 1. Place of Meetings. Meetings of stockholders shall be held at any place within or outside the State of Florida designated by the Board of
Directors. In the absence of any such designation, stockholders meetings shall be held at the principal executive office of the corporation.



Section 2. Annual Meeting. The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors.
At each annual meeting, directors shall be elected and any other proper business may be transacted.



Section 3. Quorum. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation or by these Bylaws. A quorum, once established, shall
not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a
majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, but no other business shall be
transacted at such meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. 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 thereat.



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Section 4. Majority Vote. 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 statutes, or the Amended and Restated
Certificate of Incorporation or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.



Section 5. Voting Rights. At each meeting of the stockholders, each stockholder having the right to vote may vote in
person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides
for a longer period. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one (1) vote for each share of stock having voting
power, registered in his name on the books of the corporation on the record date set by the Board of Directors as provided in Article VII, Section 6 hereof. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation
or these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.



Section 6. Special Meetings. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the
Amended and Restated Certificate of Incorporation, may be called by the Chairman of the Board of Directors, the Chief Executive Officer or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be called by the Chief Executive Officer or the Secretary at
the request in writing of stockholders owning twenty-five percent (25%) of the entire capital stock of the corporation issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than ten (10) nor more than
thirty (30) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote in accordance with Section
7 below. If the notice is not given within seven (7) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give notice. Nothing contained in this Section 6 shall be
construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.



Section 7. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting
shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days



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before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his, her or its address as it appears on the records of the corporation.



Section 8. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30)
days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.



Section 9. List of Stockholders. 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. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.



Section 10. Action Without Meeting. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, any action required to be
taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.



Section 11. Organization.



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



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



ARTICLE III.

DIRECTORS



Section 1. Number and Term of Office. The Corporation shall have six directors. The authorized number of directors can be increased or decreased by
the Board of Directors from time to time. The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office
until his or her successor is elected and qualified; provided, however, that unless otherwise restricted by the Amended and Restated Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or
without cause, from the Board of Directors at any meeting of stockholders by two-thirds (2/3) of the stock represented and entitled to vote thereat.



Section 2. Powers. The property and business of the corporation shall be managed by or under the direction of its Board of Directors. In addition
to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Amended and Restated Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.



Section 3. Vacancies. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office or
otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless the
Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders. The directors so chosen shall hold office until the next annual election of directors and until their successors
are duly elected and shall qualify, unless sooner displaced.



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Section 4. Meetings of the Board of Directors.



(a) The directors may hold their meetings, have one or more offices and keep
the books of the corporation outside of the State of Florida.



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



(c) Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.



(d) Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors, the Chief Executive Officer or the President on forty-eight (48) hours notice to each director, either orally or in writing, by telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the date of the
meeting; special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and on like notice on the written request of two (2) directors unless the Board consists of only one (1) director; in which case
special meetings shall be called by the President or the Secretary in like manner or on like notice on the written request of the sole director.



(e) At all meetings of the Board of Directors, a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum
for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Amended
and Restated Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present. If only one (1) director is authorized, such sole director shall constitute a quorum. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called
or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.



(f) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.



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(g) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws,
members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.



Section 5. Committees of Directors.



(a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each such committee to
consist of one (1) or more of the directors of the corporation. 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. In the
absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to
approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Florida Business Corporation Act to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the corporation.



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



Section 6. Compensation of Directors. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, the Compensation Committee, consisting of three directors, shall have the authority to fix
the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee
meetings.



Section 7. Resignation. Any director may
resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such
specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including
those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of
the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.



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Section 8. Organization. At every meeting of the directors, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors,
shall preside over the meeting. The Secretary, or in his or her absence, an Assistant Secretary directed to do so, shall act as secretary of the meeting.



ARTICLE IV.

INDEMNIFICATION



Section 1. Indemnification of Directors and Officers. The corporation
shall indemnify its directors and officers to the fullest extent not prohibited by the Florida Business Corporation Act; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors
and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such officer or director unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Florida Business Corporation Act or (iv) such indemnification is required to be made under Section 4 below. The indemnification provided herein shall only be for acts, omissions or transactions occurring after the effective
date (February 3, 2004) of the corporations Modified Second Amended Plan of Reorganization, dated January 14, 2004.



Section 2. Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Florida
Business Corporation Act.



Section 3. Expenses. The
corporation shall advance to any person who is or was a director or officer of the corporation, and shall have the power to advance to any person who is or was an employee or other agent of the corporation, to the fullest extent not prohibited by
the Florida Business Corporation Act, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any such person in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Article IV or otherwise. The corporation shall not advance expenses incurred
if the threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) arises out of any acts, omissions or transactions which occurred prior to the effective date (February 3, 2004) of the
corporations Modified Second Amended Plan of Reorganization, dated January 14, 2004.



Notwithstanding the foregoing, unless otherwise determined pursuant to Section 5 below, no advance shall be made by the corporation to an officer of the corporation (except by



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reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not
parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the
time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.



Section 4. Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and officers under this Article IV shall be deemed to be contractual rights and be effective to the same extent as if provided for in a contract between the corporation and
the director or officer. Any right to indemnification or advances granted by this Article IV to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be
paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it
permissible under the Florida Business Corporation Act for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that
such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to
believe that his conduct was lawful. 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 action that indemnification
of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by a
director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or
otherwise shall be on the corporation.



Section 5.
Non-Exclusivity of Rights. The rights conferred on any person by this Article IV shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Amended and Restated 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 Florida Business Corporation Act.



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Section 6. Survival of Rights. The rights conferred on any person by this Article IV shall
continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.



Section 7. Insurance. To the fullest extent permitted by the Florida Business Corporation Act, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article IV.



Section 8. Amendments. Any repeal or modification of this Article IV shall only be prospective and shall not affect the rights under this Article
IV 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.



Section 9. Saving Clause. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Article IV that shall not have been invalidated, or by any other applicable law.



Section 10. Definitions. For the purposes of this Article IV, the
following definitions shall apply:



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



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



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



(d) References to a director, executive officer,
officer, employee or agent of the corporation shall include, without limitation, situations where such person is



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serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or other enterprise.



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



ARTICLE V.

OFFICERS



Section 1. Officers Designated. The officers of this corporation shall
be chosen by the Board of Directors and shall include a Chief Executive Officer, a President, a Secretary and a Treasurer. The corporation may also have at the discretion of the Board of Directors such other officers as are desired, including a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more
Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank.
Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide.



Section 2. Appointment of Officers. The Board of Directors, at its annual meeting, shall choose the officers of the corporation.



Section 3. Other Officers and Agents. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.



Section 4. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by or in the manner designated by the Board of Directors.



Section 5. Term. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the Board of Directors or by the unanimous written consent of the directors in office at that time. If the office of any officer or officers becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors.



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Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall,
if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the
Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.



Section 7. President. 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, unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none,
at all meetings of the Board of Directors. He or she shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations,
and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.



Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the 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 duties as from time to time may be prescribed for them, respectively, by the Board of Directors.



Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He or she shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He or she shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix
the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the
corporation and to attest the affixing by his or her signature.



Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the Secretary, 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.



Section 11. Treasurer. The
Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books



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belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render
to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall perform other duties
commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.



Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.



Section 13. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.



Section 14.
Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is
given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.
Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.



ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES

AND VOTING OF SECURITIES OWNED BY THE CORPORATION



Section 1. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on
behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these
Bylaws, and such execution or signature shall be binding upon the corporation.



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



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



Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.



Section 2. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.



Section 3. Execution of Other Securities of the Corporation. All bonds, debentures and other corporate securities of the corporation, other than
stock certificates, may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such
person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond,
debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same
or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.



ARTICLE VII.

SHARES OF STOCK



Section 1. Form of Executed Certificate. Certificates for the shares
of stock of the corporation shall be in such form as is consistent with the Amended and Restated Certificate of Incorporation and applicable law. To the extent required by Section 1123(a) of Title 11,



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Chapter 11 of the United States Code and notwithstanding anything to the contrary herein, in no event shall the
Corporation be authorized to issue any class or series of nonvoting equity securities. Every holder of stock of the corporation 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 a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares represented by the certificate owned by such
stockholder in the corporation.



Section 2. Signatures.
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 shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.



Section 3. Rights of Each Class of Stock. If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, 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 which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Florida Business
Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which 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, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.



Section 4. Lost, Stolen or
Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may reasonably direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.



Section 5. Transfers of Stock. Upon surrender to the corporation, or the transfer agent of the corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction
upon its books.



Section 6. Fixing Record Date. In order
that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or



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entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.



Section 7. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.



ARTICLE VIII.

GENERAL PROVISIONS



Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Amended and Restated Certificate of Incorporation.



Section 2. Reserve Fund. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve.



Section 3. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.



Section 4.
Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words Seal. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.



Section 5. Notices. Whenever, under the provisions of
the statutes or of the Amended and Restated Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage
prepaid and addressed to such director or stockholder, at his, her or its last known post office address as it appears on the records of the corporation and such notice shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by facsimile, telex or telegram and as otherwise provided in these Bylaws.



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Section 6. Waiver of Notice. Whenever any notice is required to be given under the provisions of
the statutes or of the Amended and Restated Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed to be
equivalent. Notice will be waived by any stockholder or director by his, her or its attendance at a meeting of stockholders or Board of Directors, as applicable, whether in person or by proxy in the case of a stockholder, except when the stockholder
or director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall
be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.



Section 7. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.



ARTICLE IX.

AMENDMENTS



These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of
the Board of Directors. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.



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