EXHIBIT 3(ii)

AMENDED AND RESTATED

BYLAWS OF

INTRAWARE, INC.
(a Delaware corporation)

Amended and restated on August 29, 2001

---

TABLE OF CONTENTS

|                                    |  |      |  |                                                         |  | Page
|----------------------------------- |  | ---- |  | ------------------------------------------------------- |  | ----
|ARTICLE I CORPORATE OFFICES         |  | 1   
|                                    |  | 1.1  |  | REGISTERED OFFICE                                       |  | 1   
|                                    |  | 1.2  |  | OTHER OFFICES                                           |  | 1   
|ARTICLE II MEETINGS OF STOCKHOLDERS |  | 1   
|                                    |  | 2.1  |  | PLACE OF MEETINGS                                       |  | 1   
|                                    |  | 2.2  |  | ANNUAL MEETING                                          |  | 1   
|                                    |  | 2.3  |  | SPECIAL MEETING                                         |  | 2   
|                                    |  | 2.4  |  | NOTICE OF STOCKHOLDERS' MEETINGS                        |  | 3   
|                                    |  | 2.5  |  | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE            |  | 3   
|                                    |  | 2.6  |  | QUORUM                                                  |  | 3   
|                                    |  | 2.7  |  | ADJOURNED MEETING; NOTICE                               |  | 4   
|                                    |  | 2.8  |  | VOTING                                                  |  | 4   
|                                    |  | 2.9  |  | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING |  | 4   
|                                    |  | 2.10 |  | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING              |  | 4   
|                                    |  | 2.11 |  | PROXIES                                                 |  | 4   
|                                    |  | 2.12 |  | ORGANIZATION                                            |  | 5   
|                                    |  | 2.13 |  | LIST OF STOCKHOLDERS ENTITLED TO VOTE                   |  | 5   
|ARTICLE III DIRECTORS               |  | 5   
|                                    |  | 3.1  |  | POWERS                                                  |  | 5   
|                                    |  | 3.2  |  | NUMBER OF DIRECTORS                                     |  | 5   
|                                    |  | 3.3  |  | ELECTION AND TERM OF OFFICE OF DIRECTORS                |  | 5   
|                                    |  | 3.4  |  | RESIGNATION AND VACANCIES                               |  | 6   
|                                    |  | 3.5  |  | REMOVAL OF DIRECTORS                                    |  | 6   
|                                    |  | 3.6  |  | PLACE OF MEETINGS; MEETINGS BY TELEPHONE                |  | 6   
|                                    |  | 3.7  |  | FIRST MEETINGS                                          |  | 7   
|                                    |  | 3.8  |  | REGULAR MEETINGS                                        |  | 7   
|                                    |  | 3.9  |  | SPECIAL MEETINGS; NOTICE                                |  | 7   
|                                    |  | 3.10 |  | QUORUM                                                  |  | 7   
|                                    |  | 3.11 |  | WAIVER OF NOTICE                                        |  | 8   
|                                    |  | 3.12 |  | ADJOURNMENT                                             |  | 8   
|                                    |  | 3.13 |  | NOTICE OF ADJOURNMENT                                   |  | 8   
|                                    |  | 3.14 |  | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING       |  | 8   
|                                    |  | 3.15 |  | FEES AND COMPENSATION OF DIRECTORS                      |  | 8   
|                                    |  | 3.16 |  | APPROVAL OF LOANS TO OFFICERS                           |  | 9   
|                                    |  | 3.17 |  | SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION  |  | 9   
|ARTICLE IV COMMITTEES               |  | 9   
|                                    |  | 4.1  |  | COMMITTEES OF DIRECTORS                                 |  | 9   
|                                    |  | 4.2  |  | MEETINGS AND ACTION OF COMMITTEES                       |  | 9   
|                                    |  | 4.3  |  | COMMITTEE MINUTES                                       |  | 10  
|ARTICLE V OFFICERS                  |  | 10  
|                                    |  | 5.1  |  | OFFICERS                                                |  | 10  
|                                    |  | 5.2  |  | ELECTION OF OFFICERS                                    |  | 10  
|                                    |  | 5.3  |  | SUBORDINATE OFFICERS                                    |  | 10  
|                                    |  | 5.4  |  | REMOVAL AND RESIGNATION OF OFFICERS                     |  | 10  
|                                    |  | 5.5  |  | VACANCIES IN OFFICES                                    |  | 11  
|                                    |  | 5.6  |  | CHAIRMAN OF THE BOARD                                   |  | 11  

i

---

|                                                                              |  | 5.7  |  | PRESIDENT                                             |  | 11
|----------------------------------------------------------------------------- |  | ---- |  | ----------------------------------------------------- |  | --
|                                                                              |  | 5.8  |  | VICE PRESIDENTS                                       |  | 11
|                                                                              |  | 5.9  |  | SECRETARY                                             |  | 11
|                                                                              |  | 5.10 |  | CHIEF FINANCIAL OFFICER                               |  | 12
|                                                                              |  | 5.11 |  | ASSISTANT SECRETARY                                   |  | 12
|                                                                              |  | 5.12 |  | ADMINISTRATIVE OFFICERS                               |  | 12
|                                                                              |  | 5.13 |  | AUTHORITY AND DUTIES OF OFFICERS                      |  | 12
|ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS |  | 13  
|                                                                              |  | 6.1  |  | INDEMNIFICATION OF DIRECTORS AND OFFICERS             |  | 13
|                                                                              |  | 6.2  |  | INDEMNIFICATION OF OTHERS                             |  | 13
|                                                                              |  | 6.3  |  | INSURANCE                                             |  | 14
|ARTICLE VII RECORDS AND REPORTS                                               |  | 14  
|                                                                              |  | 7.1  |  | MAINTENANCE AND INSPECTION OF RECORDS                 |  | 14
|                                                                              |  | 7.2  |  | INSPECTION BY DIRECTORS                               |  | 14
|                                                                              |  | 7.3  |  | ANNUAL STATEMENT TO STOCKHOLDERS                      |  | 14
|                                                                              |  | 7.4  |  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS        |  | 15
|                                                                              |  | 7.5  |  | CERTIFICATION AND INSPECTION OF BYLAWS                |  | 15
|ARTICLE VIII GENERAL MATTERS                                                  |  | 15  
|                                                                              |  | 8.1  |  | RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING |  | 15
|                                                                              |  | 8.2  |  | CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS             |  | 15
|                                                                              |  | 8.3  |  | CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED     |  | 15
|                                                                              |  | 8.4  |  | STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES      |  | 15
|                                                                              |  | 8.5  |  | SPECIAL DESIGNATION ON CERTIFICATES                   |  | 16
|                                                                              |  | 8.6  |  | LOST CERTIFICATES                                     |  | 16
|                                                                              |  | 8.7  |  | TRANSFER AGENTS AND REGISTRARS                        |  | 17
|                                                                              |  | 8.8  |  | CONSTRUCTION; DEFINITIONS                             |  | 17
|ARTICLE IX AMENDMENTS                                                         |  | 17  

ii

---

AMENDED AND RESTATED BYLAWS

OF

INTRAWARE, INC.
(a Delaware corporation)

ARTICLE I

CORPORATE OFFICES

1.1REGISTERED OFFICE

The
registered office of the corporation shall be fixed in the certificate of incorporation of the corporation.

1.2OTHER OFFICES

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

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1PLACE OF MEETINGS

Meetings
of stockholders shall be held at any place within or outside the State of Delaware designated by the board of directors. In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the corporation.

2.2ANNUAL MEETING

The
annual meeting of the stockholders of this corporation shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be
elected and any other proper business may be transacted. Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation's notice of meeting, (b) by or at the direction of the board of directors, or
(c) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in these Bylaws, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this Bylaw.

For
nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder
must have given timely notice thereof in writing to the secretary of the corporation, (2) such business must be a proper matter for stockholder action under the General Corporation Law of
Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice, as that term is
defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least
the percentage of the corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of
proxy to holders of a percentage of the corporation's voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be
nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided
pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this section. To be timely, a stockholder's notice shall be delivered to the secretary of the corporation at the principal executive offices of the corporation not less than
60 or more than 90 days prior to the first anniversary (the "Anniversary") of the date on which the corporation first mailed its proxy materials for the preceding year's annual meeting of

---

stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90th day prior to such annual
meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder's notice shall be set forth (a) as
to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent
to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether
either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the corporation's voting shares
required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation's voting shares to elect such nominee or nominees
(an affirmative statement of such intent, a "Solicitation Notice").

Only
persons nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors and only such business shall be conducted at an annual meeting
of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. The chair of the meeting shall have the power and the duty to determine
whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is
not in compliance with these Bylaws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

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

2.3SPECIAL MEETING

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

If
a special meeting is called by any person or persons other than the board of directors, the request shall be in writing to the secretary of the corporation, and shall set forth
(a) as to each person whom such person or persons propose to nominate for election or reelection as a director at such meeting all information relating to such proposed nominee that is required
to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (or any
successor thereto) and Rule 14a-11 thereunder (or any successor thereto) (including such proposed nominee's written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business to be taken at the meeting, a brief description of such business, the reasons for conducting such business and any material
interest in such business of the person or persons calling such meeting and the beneficial owners, if any, on whose behalf such meeting is called; and (c) as to the person or persons calling
such meeting and the beneficial owners, if any, on whose behalf the meeting is called

2

---

(i) the name and address of such persons, as they appear on the corporation's books, and of such beneficial owners, and (ii) the class and number of shares of the corporation which are
owned beneficially and of record by such persons and such beneficial owners. No business may be transacted at such special meeting otherwise than specified in such notice or by or at the direction of
the corporation's board of directors. The corporation's secretary shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and
2.5, that a meeting will be held at the time reasonably requested by the person or persons who called the meeting, not less than 60 nor more than 90 days after the receipt of the request. If
the notice is not given within 20 days after the receipt of a valid request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph 2.3
shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

Only
such business shall be conducted at a special meeting of stockholders called by action of the board of directors as shall have been brought before the meeting pursuant to the
corporation's notice of meeting.

2.4NOTICE OF STOCKHOLDERS' MEETINGS

All
notices of meetings of stockholders shall be sent or otherwise given in accordance with Sections 2.2 and 2.3 of these bylaws not less than ten (10) nor more than sixty
(60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the purpose or purposes for which the
meeting is called (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be
elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election.

2.5MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written
notice of any meeting of stockholders shall be given either personally or by first-class mail or by telegraphic or other written communication. Notices not personally
delivered shall be sent charges prepaid and shall be addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written
communication.

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

2.6QUORUM

The
holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at
any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting in accordance with Section 2.7 of these bylaws.

When
a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express provision of the laws of the

3

---

State of Delaware or of the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.

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

2.7ADJOURNED MEETING; NOTICE

When
a meeting is adjourned to another time and place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

2.8VOTING

The
stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.10 of these bylaws, subject to the
provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners, and to voting trusts and other voting agreements).

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

2.9STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

The
stockholders may not take any action by written consent in lieu of a meeting, and must take any actions at a duly called annual or special meeting of stockholders and the power of
stockholders to consent in writing is specifically denied.

2.10RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

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

If
the board of directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting
is held.

A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors
fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the
original meeting.

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

2.11PROXIES

Every
person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by
the person and filed

4

---

with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed
signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, telefacsimile or otherwise) by the stockholder or the stockholder's
attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General
Corporation Law of Delaware.

2.12ORGANIZATION

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

2.13LIST OF STOCKHOLDERS ENTITLED TO VOTE

The
officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. 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.

ARTICLE III

DIRECTORS

3.1POWERS

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

3.2NUMBER OF DIRECTORS

The
board of directors shall consist of eight (8) members. The number of directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by
the stockholders, or by a duly adopted amendment to the certificate of incorporation.

3.3ELECTION AND TERM OF OFFICE OF DIRECTORS

Except
as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each
director, including a director elected or appointed to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Election
of directors need not be by written ballot.

5

---

3.4RESIGNATION AND VACANCIES

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

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

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



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

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

3.5REMOVAL OF DIRECTORS

Unless
otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors may be removed, only with cause, by the
holders of a majority of the shares then entitled to vote at an election of directors.

3.6PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular
meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the board. In
the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation.

6

---

Special meetings of the board may be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no
notice, at the principal executive office of the corporation.

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

3.7FIRST MEETINGS

The
first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. In the event
of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by
the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

3.8REGULAR MEETINGS

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

3.9SPECIAL MEETINGS; NOTICE

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

Notice
of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, telecopy or telegram, charges prepaid,
addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four
(4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone, telecopy or telegram, it shall be delivered personally or by telephone or to the
telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or
to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of
the meeting, if the meeting is to be held at the principal executive office of the corporation.

3.10QUORUM

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

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

7

---

3.11WAIVER OF NOTICE

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

3.12ADJOURNMENT

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

3.13NOTICE OF ADJOURNMENT

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

3.14BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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

3.15FEES AND COMPENSATION OF DIRECTORS

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

8

---



3.16APPROVAL OF LOANS TO OFFICERS

The
corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or any of its subsidiaries, including any
officer or employee who is a director of the corporation or any of its subsidiaries, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit
the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common
law or under any statute.

3.17SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In
the event only one director is required by these bylaws or the certificate of incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a
majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by such sole director, who shall have all the rights and duties and shall be entitled to exercise all of the
powers and shall assume all the responsibilities otherwise herein described as given to the board of directors.

ARTICLE IV

COMMITTEES

4.1COMMITTEES OF DIRECTORS

The
board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more
directors, to serve at the pleasure
of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The
appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board,
shall have and may exercise all the powers and authority of the board, but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation),
(ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution or (v) amend
the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

4.2MEETINGS AND ACTION OF COMMITTEES

Meetings
and actions of committees shall be governed by, and held and taken in accordance with, the following provisions of Article III of these bylaws: Section 3.6
(place of meetings; meetings by telephone), Section 3.8 (regular meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum), Section 3.11 (waiver of notice),
Section 3.12 (adjournment), Section 3.13 (notice of adjournment) and Section 3.14 (board action by written consent without meeting), with such changes in

9

---

the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees
may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and
that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for
the government of any committee not inconsistent with the provisions of these bylaws.

4.3COMMITTEE MINUTES

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

ARTICLE V

OFFICERS

5.1OFFICERS

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

In
addition to the Corporate Officers of the Company described above, there may also be such Administrative Officers of the corporation as may be designated and appointed from time to
time by the president of the corporation in accordance with the provisions of Section 5.12 of these bylaws.

5.2ELECTION OF OFFICERS

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

5.3SUBORDINATE OFFICERS

The
board of directors may appoint, or may empower the president to appoint, such other Corporate Officers as the business of the corporation may require, each of whom shall hold
office for such period, have such power and authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

The
president may from time to time designate and appoint Administrative Officers of the corporation in accordance with the provisions of Section 5.12 of these bylaws.

5.4REMOVAL AND RESIGNATION OF OFFICERS

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

Any
Corporate Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later
time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be

10

---

necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Corporate Officer is a party.

Any
Administrative Officer designated and appointed by the president may be removed, either with or without cause, at any time by the president. Any Administrative Officer may resign
at any time by giving written notice to the president or to the secretary of the corporation.

5.5VACANCIES IN OFFICES

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

5.6CHAIRMAN OF THE BOARD

The
chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise such other powers and perform such other duties
as may from time to
time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the
corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

5.7PRESIDENT

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

5.8VICE PRESIDENTS

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

5.9SECRETARY

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

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

11

---

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

5.10CHIEF FINANCIAL OFFICER

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

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

5.11ASSISTANT SECRETARY

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

5.12ADMINISTRATIVE OFFICERS

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

5.13AUTHORITY AND DUTIES OF OFFICERS

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

12

---

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS

6.1INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

If
a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation the
claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

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

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

6.2INDEMNIFICATION OF OTHERS

The
corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now exists or may hereafter be amended,
to indemnify any person (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in
connection with
any threatened, pending or completed action, suit, or proceeding, in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was an
employee

13

---

or agent of the corporation. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise. For purposes of this Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) shall mean any
person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at
the request of such predecessor corporation.

6.3INSURANCE

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

ARTICLE VII

RECORDS AND REPORTS

7.1MAINTENANCE AND INSPECTION OF RECORDS

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

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

7.2INSPECTION BY DIRECTORS

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

7.3ANNUAL STATEMENT TO STOCKHOLDERS

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.

14

---

7.4REPRESENTATION OF SHARES OF OTHER CORPORATIONS

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

7.5CERTIFICATION AND INSPECTION OF BYLAWS

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

ARTICLE VIII

GENERAL MATTERS

8.1RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

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

If
the board of directors does not so fix a record date, then the record date for determining stockholders for any such purpose shall be at the close of business on the day on which
the board of directors adopts the applicable resolution.

8.2CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

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

8.3CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

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

8.4STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

The
shares of the corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all
of any or all

15

---

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

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

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

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

8.5SPECIAL DESIGNATION ON CERTIFICATES

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

8.6LOST CERTIFICATES

Except
as provided in this Section 8.6, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the
corporation and cancelled at the

16

---

same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such
terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any
claim that may be
made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.7TRANSFER AGENTS AND REGISTRARS

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

8.8CONSTRUCTION; DEFINITIONS

Unless
the context requires otherwise, the general provisions, rules of construction and definitions in the General Corporation Law of Delaware shall govern the construction of these
bylaws. Without limiting the generality of this provision, as used in these bylaws, the singular number includes the plural, the plural number includes the singular, and the term "person" includes
both an entity and a natural person.

ARTICLE IX

AMENDMENTS

Any of these Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the members of the board of directors or, with respect to
Bylaw amendments, excluding amendments relating to Sections 2.2, 2.3, 2.9 or Article VI, placed before the stockholders for approval and except as otherwise provided herein or required by law,
by the affirmative vote of the holders of a majority of the shares of the corporation's stock entitled to vote, voting as one class, and with respect to Bylaw amendments relating to Sections 2.2, 2.3,
2.9 or Article VI placed before the stockholders for approval and except as otherwise provided herein or required by law, by the affirmative vote of the holders of at least
two-thirds of the shares of the corporation's stock entitled to vote, voting as one class.

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

17

---

QuickLinks