EXHIBIT  3.7

Last AmendedDecember 12, 2007

AMENDED AND RESTATED

BYLAWS OF

INTRAWARE, INC.(a Delaware corporation)







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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                                         | 3   
|2.4     NOTICE OF STOCKHOLDERS' MEETINGS                        | 4   
|2.5     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE            | 4   
|2.6     QUORUM                                                  | 4   
|2.7     ADJOURNED MEETING; NOTICE                               | 4   
|2.8     VOTING                                                  | 5   
|2.9     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING | 5   
|2.10     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING             | 5   
|2.11     PROXIES                                                | 5   
|2.12     ORGANIZATION                                           | 6   
|2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE                  | 6   
|2.14     INSPECTORS OF ELECTION                                 | 6   
|ARTICLE III DIRECTORS                                           | 7   
|3.1     POWERS                                                  | 7   
|3.2     NUMBER OF DIRECTORS                                     | 7   
|3.3     ELECTION AND TERM OF OFFICE OF DIRECTORS                | 8   
|3.4     RESIGNATION AND VACANCIES                               | 8   
|3.5     REMOVAL OF DIRECTORS                                    | 9   
|3.6     PLACE OF MEETINGS; MEETINGS BY TELEPHONE                | 9   
|3.7     FIRST MEETINGS                                          | 9   
|3.8     REGULAR MEETINGS                                        | 10  
|3.9     SPECIAL MEETINGS; NOTICE                                | 10  
|3.10     QUORUM                                                 | 10  
|3.11     WAIVER OF NOTICE                                       | 10  
|3.12     ADJOURNMENT                                            | 11  

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|                                                                              | Page
|----------------------------------------------------------------------------- | ----
|3.13     NOTICE OF ADJOURNMENT                                                | 11  
|3.14     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING                    | 11  
|3.15     FEES AND COMPENSATION OF DIRECTORS                                   | 11  
|ARTICLE IV COMMITTEES                                                         | 11  
|4.1     COMMITTEES OF DIRECTORS                                               | 11  
|4.2     MEETINGS AND ACTION OF COMMITTEES                                     | 12  
|4.3     COMMITTEE MINUTES                                                     | 12  
|ARTICLE V OFFICERS                                                            | 12  
|5.1     OFFICERS                                                              | 12  
|5.2     ELECTION OF OFFICERS                                                  | 13  
|5.3     SUBORDINATE OFFICERS                                                  | 13  
|5.4     REMOVAL AND RESIGNATION OF OFFICERS                                   | 13  
|5.5     VACANCIES IN OFFICES                                                  | 13  
|5.6     CHAIRMAN OF THE BOARD                                                 | 13  
|5.7     PRESIDENT                                                             | 14  
|5.8     VICE PRESIDENTS                                                       | 14  
|5.9     SECRETARY                                                             | 14  
|5.10     CHIEF FINANCIAL OFFICER                                              | 15  
|5.11     ASSISTANT SECRETARY                                                  | 15  
|5.12     ADMINISTRATIVE OFFICERS                                              | 15  
|5.13     AUTHORITY AND DUTIES OF OFFICERS                                     | 15  
|ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS | 16  
|6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS                             | 16  
|6.2     INDEMNIFICATION OF OTHERS                                             | 17  
|6.3     INSURANCE                                                             | 17  
|ARTICLE VII RECORDS AND REPORTS                                               | 17  
|7.1     MAINTENANCE AND INSPECTION OF RECORDS                                 | 17  
|7.2     INSPECTION BY DIRECTORS                                               | 18  
|7.3     ANNUAL STATEMENT TO STOCKHOLDERS                                      | 18  
|7.4     REPRESENTATION OF SHARES OF OTHER CORPORATIONS                        | 18  
|7.5     CERTIFICATION AND INSPECTION OF BYLAWS                                | 18  

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|                                                              | Page
|------------------------------------------------------------- | ----
|ARTICLE VIII GENERAL MATTERS                                  | 18  
|8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING | 18  
|8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS             | 19  
|8.3     CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED     | 19  
|8.4     STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES      | 19  
|8.5     SPECIAL DESIGNATION ON CERTIFICATES                   | 20  
|8.6     LOST CERTIFICATES                                     | 20  
|8.7     TRANSFER AGENTS AND REGISTRARS                        | 21  
|8.8     CONSTRUCTION; DEFINITIONS                             | 21  
|ARTICLE IX NOTICE BY ELECTRONIC TRANSMISSION                  | 21  
|9.1     NOTICE BY ELECTRONIC TRANSMISSION                     | 21  
|9.2     DEFINITION OF ELECTRONIC TRANSMISSION                 | 22  
|9.3     INAPPLICABILITY                                       | 22  
|ARTICLE X AMENDMENTS                                          | 22  

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AMENDED AND RESTATED BYLAWS

OF

INTRAWARE, INC.(a Delaware corporation)

ARTICLE ICORPORATE OFFICES

1.1    REGISTERED OFFICE

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

1.2    OTHER 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

2.1    PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the board
of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of Delaware. In the absence of
any such designation or determination, stockholders' meetings shall be held at the principal executive office of the corporation.

2.2    ANNUAL 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.

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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 90 or
more than 120 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 120th 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

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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."

2.3    SPECIAL 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, by the presidentor by one or more stockholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

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 (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 90 nor more than 120 days after the receipt of the request. If the notice is not given within 60 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.

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2.4    NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings of stockholders shall be sent or otherwise given in accordance with Sections 2.2, 2.3
and 9.1 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.

2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation; or (ii) if electronically
transmitted, as provided in Section 9.1 of these bylaws. An affidavit of the secretary or an assistant secretary or of the transfer agent of the
corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

2.6    QUORUM

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 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.

2.7    ADJOURNED MEETING; NOTICE

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

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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.

2.8    VOTING

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, respectively).

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.

2.9    STOCKHOLDER 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.

2.10    RECORD 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.

2.11    PROXIES

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or
by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation, but no such proxy shall be voted
or acted upon after three

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(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.

2.12    ORGANIZATION

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.

2.13    LIST OF STOCKHOLDERS ENTITLED TO
VOTE

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

2.14    INSPECTORS OF
ELECTION

A written proxy may be in the form of an electronic transmission (as defined in Section 9.2 of these bylaws) which sets forth
or is submitted with information from which it can be determined that such electronic transmission was authorized by the person.

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting
or its adjournment. The number of inspectors shall be

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either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to
act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

Such inspectors shall:

1. determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of proxies;
2. receive votes, ballots or consents;
3. hear and determine all challenges and questions in any way arising in connection with the right to vote;
4. count and tabulate all votes or consents;
5. determine when the polls shall close;
6. determine the result; and
7. do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is
practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate
of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III  DIRECTORS

3.1    POWERS

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.

3.2    NUMBER OF DIRECTORS

The authorized number of directors shall be determined from time to time by resolution of the board of directors,
provided the board of directors shall consist ofno fewer than five (5) and no

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more than nine (9) directors. The number of directors constituting the
entire board of directors may be changed by an amendment to this bylaw duly adopted by resolution of the board of directors in accordance with these
bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

3.3    ELECTION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director's successor is elected and qualified or
until such director's earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these
bylaws, wherein other qualifications for directors may be prescribed. The certificate of incorporation or these bylaws may prescribe other qualifications for
directors.

If so provided in the certificate of incorporation, the directors of the corporation shall be divided into three classes.

3.4    RESIGNATION 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:

1. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by
all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director.
2. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly
created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall
have been duly elected and qualified.

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

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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.

3.5    REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the
entire board of directors may be removed, with or withoutcause,
by the holders of a majority of the shares then entitled to vote at an election of directors, provided that, when by the provisions of
the Certificate of Incorporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one (1) or more directors,
any directors so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

3.6    PLACE 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. 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.

3.7    FIRST 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.

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3.8    REGULAR 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.

3.9    SPECIAL 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 a majority of the directors then in office.

Notice of the time and place of special meetings shall be: (i) delivered personally by hand or courier or by
telephone; (ii) sent by first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at
that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as it is shown on the records of the
corporation. If the notice is 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 (i) delivered personally, by hand, by courier; or by telephone; (ii) sent by facsimile; or (iii) sent by electronic mail, it shall be
delivered or sent at least twenty-four (24) 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.

3.10    QUORUM

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.

3.11    WAIVER 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

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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.

3.12    ADJOURNMENT

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

3.13    NOTICE 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.

3.14    BOARD ACTION BY WRITTEN CONSENT
WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to
be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or
committee, as the case may be, consent thereto in writing or electronic transmission or transmissions are filed with the minutes of proceedings of the
board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes
are maintained in electronic form.

3.15    FEES 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.

ARTICLE IV  COMMITTEES

4.1    COMMITTEES 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

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committee. The
appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have and may exercise all the powers and authority of the board, but no such committee shall have
the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the General
Corporation Law of Delaware to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2    MEETINGS AND ACTION OF COMMITTEES

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

4.3    COMMITTEE MINUTES

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

ARTICLE V  OFFICERS

5.1    OFFICERS

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.

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5.2    ELECTION 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.

5.3    SUBORDINATE 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.

5.4    REMOVAL 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 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.

5.5    VACANCIES 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.

5.6    CHAIRMAN 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

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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.

5.7    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, 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.

5.8    VICE 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.

5.9    SECRETARY

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

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

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of
directors required to be given by law or by these bylaws. He or she shall keep the

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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.

5.10    CHIEF 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.

5.11    ASSISTANT 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.

5.12    ADMINISTRATIVE 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.

5.13    AUTHORITY AND DUTIES OF OFFICERS

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

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ARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS

6.1    INDEMNIFICATION 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.

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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.

6.2    INDEMNIFICATION OF OTHERS

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

6.3    INSURANCE

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

7.1    MAINTENANCE 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

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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.

7.2    INSPECTION 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.

7.3    ANNUAL 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.

7.4    REPRESENTATION 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.

7.5    CERTIFICATION 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

8.1    RECORD 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

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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.

8.2    CHECKS; 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.

8.3    CORPORATE 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.

8.4    STOCK CERTIFICATES; TRANSFER; PARTLY
PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors of the
corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented
by certificates 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

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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.

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in
person or by attorney duly authorized. In the case of stock represented by certificates, 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.

8.5    SPECIAL 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.

8.6    LOST 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 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.

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8.7    TRANSFER 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.

8.8    CONSTRUCTION; 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  NOTICE BY ELECTRONIC TRANSMISSION

9.1    NOTICE BY ELECTRONIC TRANSMISSION
.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the General
Corporation Law of Delaware, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of
the General Corporation Law of Delaware, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation.
Any such consent shall be deemed revoked if:

1. the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance
with such consent; and
2. such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other
person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

1. if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive
notice;
2. if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive
notice;

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1. if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the
later of (A) such posting and (B) the giving of such separate notice; and
2. if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has
been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

9.2    DEFINITION OF
ELECTRONIC TRANSMISSION.

An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process.

9.3    INAPPLICABILITY
.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the General Corporation of Law of
Delaware.

ARTICLE XAMENDMENTS

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.

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