Exhibit 3.2



AMENDED AND RESTATED BYLAWSOFGARRISON CAPITAL INC.



Article
I.



OFFICES



1.1           Registered
Office. The registered office of Garrison Capital Inc. (the “Corporation”) in the State of Delaware shall
be established and maintained at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808 and Corporation
Service Company shall be the registered agent of the Corporation in charge thereof.



1.2           Other
Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board
of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of
the Corporation may require.



Article
II.MEETINGS OF STOCKHOLDERS



2.1           Place
of Meetings. All meetings of the stockholders shall be held at such time and place, either within or without the State of Delaware,
as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.



2.2           Annual
Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors
and stated in the notice of the meeting, for the purpose of electing Directors and for the transaction of only such other business
as is properly brought before the meeting in accordance with these amended and restated bylaws (the “Bylaws”).



Written notice of an annual
meeting stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the annual meeting.



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To be properly brought
before the annual meeting, business must be either (i) brought before the annual meeting by or at the direction of the Board of
Directors, (ii) pursuant to the notice of meeting or (iii) otherwise properly brought before the annual meeting by a stockholder
who is entitled to vote at the meeting and who has complied with the advance notice procedures of these Bylaws. In addition to
any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, the stockholder’s notice
must be delivered by a nationally recognized courier service or mailed by first class United States mail, postage or delivery charges
prepaid, and received at the principal executive offices of the Corporation addressed to the attention of the Secretary of the
Corporation not less than ninety (90) days nor more than one hundred twenty (120) days in advance of the anniversary of the date
the Corporation’s proxy statement was released to the stockholders in connection with the previous year’s annual meeting
of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy
statement, notice by the stockholder must be received by the Secretary of the Corporation not later than the close of business
on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the seventh (7th) day following the day on which
public announcement of the date of such meeting is first made. A stockholder’s notice to the Secretary shall set forth (i)
as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to
be brought before the annual meeting and the reasons for conducting such business at the annual meeting and (b) any material interest
of the stockholder in such business, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder
and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder.
Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance
with the procedures set forth in this Section 2.2. The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in
accordance with the provisions of this Section 2.2, and, if such officer should so determine, such officer shall so declare to
the annual meeting and any such business not properly brought before the meeting shall not be transacted.



2.3           Special
Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation of the Corporation, as amended and/or restated from time to time (the “Certificate
of Incorporation”), by the Secretary only at the request of the Chairman of the Board, the Chief Executive Officer or
by a resolution duly adopted by the affirmative vote of a majority of the Board. Such request shall state the purpose or purposes
of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.



Unless otherwise provided
by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be
given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date
fixed for the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the
notice.



Nominations of persons
for election to the Board of Directors at a special meeting may be made only (1) by or at the direction of the Board of Directors
or (2) provided that the Board of Directors has determined that Directors will be elected at the meeting, by a stockholder who
is entitled to vote at the meeting and who has complied with the advance notice provisions of the Bylaws.



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2.4           Quorum.
The holders of a majority of the capital 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 shall not be present or represented at any meeting
of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as originally noticed. 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 entitled to vote at the meeting.



2.5           Organization.
The Chairman of the Board of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate
any other officer or Director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board
of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any stockholders meeting
in the absence of the Chairman of the Board of Directors and such designee.



The Secretary of the Corporation
shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the presiding officer may appoint
any other person to act as secretary of any meeting.



2.6           Voting.
Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question properly brought before any meeting
of stockholders shall be decided by the affirmative vote of the holders of a majority of the votes cast by stockholders present
in person or by proxy at an annual or special meeting duly called for such purpose and entitled to vote thereat. For purposes of
the election of a Director, a majority of votes cast shall mean that the number of votes cast “for” a nominee’s
election exceeds the number of votes cast “against” that nominee’s election (with “abstentions” and
“broker non-votes” not counted as a vote cast either “for” or “against” a nominee’s election).
Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock
entitled to vote thereat held by such stockholder, unless otherwise provided by the Certificate of Incorporation. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting
may authorize any person or persons to act for him, her or it by proxy. All proxies shall be executed in writing and shall be filed
with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting
shall be cast by written ballot.



2.7           Action
of Shareholders Without Meeting. Except as may otherwise be required by law or in the Certificate of Incorporation, any action
required or permitted to be taken by stockholders at an annual meeting or special meeting of stockholders may only be taken if
it is properly brought before such meeting and may not be taken by written action in lieu of a meeting.



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2.8           Voting
List. 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,
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 election, either at a place within the city, town or village where the election is to be
held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to
be held. The list shall be produced and kept at the time and place of election during the whole time thereof and may be inspected
by any stockholder of the Corporation who is present.



2.9           Stock
Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 2.8 or the books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.



2.10         Adjournment.
Any meeting of the stockholders, including one at which Directors are to be elected, may be adjourned for such periods as the presiding
officer of the meeting or the stockholders present in person or by proxy and entitled to vote shall direct.



2.11         Ratification.
Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation
or any of its stockholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any Director,
officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may
be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of common stock and, if
so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly
authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and
shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.



2.12         Inspectors
of Election. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof, provided that no such inspector may be a candidate for election to an office at such
meeting. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspector
shall: (1) decide upon the qualifications of voters; (2) ascertain the number of shares outstanding and the voting power of each;
(3) determine the shares represented at a meeting and the validity of the proxies of ballots; (4) count all votes and ballots;
(5) declare the results; (6) determine and retain for a reasonable period a record of the disposition of any challenges made to
any determination by the inspectors; and (7) certify their determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in
the performance of the duties of the inspectors.



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Article
III.DIRECTORS



3.1           Powers;
Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board
of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of Directors which
shall constitute the Board of Directors shall be not less than four (4) nor more than ten (10). The exact number of Directors shall
be fixed from time to time, within the limits specified in this Section 3.1 or in the Certificate of Incorporation, by a majority
of the Board of Directors. Directors need not be stockholders of the Corporation. The Board of Directors shall be divided into
classes as more fully set forth in the Certificate of Incorporation.



3.2           Election;
Term of Office; Resignation; Removal; Vacancies. Each Director shall hold office until the next annual meeting of stockholders
at which his or her class stands for election or until such Director’s earlier resignation, removal from office, death or
incapacity. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting
from any increase in the authorized number of Directors or from any other cause may be filled by a majority of the Directors then
in office, although less than a quorum, and each Director so chosen shall hold office until the next annual meeting and until such
Director’s successor shall be duly elected and shall qualify, or until such Director’s earlier resignation, removal
from office, death or incapacity.



3.3           Nominations.
Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation
may be made only (i) by or at the direction of the Board of Directors, (ii) pursuant to the notice of meeting or (iii) by a stockholder
who is entitled to vote at the meeting and who has complied with the advance notice procedures of these Bylaws. Such nominations
by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, the stockholder’s
notice must be delivered by a nationally recognized courier service or mailed by first class United States mail, postage or delivery
charges prepaid, and received at the principal executive offices of the Corporation addressed to the attention of the Secretary
of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days in advance of the anniversary of
the date the Corporation’s proxy statement was released to the stockholders in connection with the previous year’s
annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the
date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous
year’s proxy statement, notice by the stockholder must be received by the Secretary of the Corporation not later than the
close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the seventh (7th) day following
the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice to the Secretary
shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a Director, (a) the
name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c)
the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (d) any other
information relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant
to the rules and regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934,
as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class
and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require
any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility
of such proposed nominee to serve as a Director of the Corporation. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an
annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with
the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination
shall be disregarded.



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3.4           Meetings.
The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting
of each newly elected Board of Directors shall be held immediately after and at the same place as the meeting of the stockholders
at which it is elected and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute
the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such
time and place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may
be called by the Chief Executive Officer or a majority of the entire Board of Directors. Notice thereof stating the place, date
and hour of the meeting shall be given to each Director either by mail not less than forty-eight (48) hours before the date of
the meeting, by telephone, facsimile, telegram or e-mail on twenty-four (24) hours’ notice, or on such shorter notice as
the person or persons calling such meeting may deem necessary or appropriate in the circumstances.



3.5           Quorum.
Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the
Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be,
shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board
of Directors or of any committee thereof, a majority of the Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be present.



3.6           Organization
of Meetings. The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of
the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including
its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and
exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors.



Meetings of the Board of
Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer
to the extent he or she is a Director, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer
by such other person as the Board of Directors may designate or the members present may select.



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3.7           Actions
of Board of Directors Without 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 of such committee, as the case may be, consent thereto in writing, or by
electronic transmission, and the writing or writings or electronic transmission are filed with the minutes of proceedings of the
Board of Directors or committee.



3.8           Removal
of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office for cause
by a majority vote of the holders of the outstanding shares then entitled to vote at an election of Directors. In case the Board
of Directors or any one or more Directors be so removed, new Directors may be elected at the same time for the unexpired portion
of the full term of the Director or Directors so removed.



3.9           Resignations.
Any Director may resign at any time by submitting his or her written resignation to the Board of Directors or Secretary of the
Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the
resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required
to make it effective.



3.10         Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law
and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders
a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws; and, unless the resolution expressly
so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or
to adopt a certificate of ownership and merger. Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.



3.11         Compensation.
Unless restricted by the Certificate of Incorporation or these Bylaws, the Directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other form of consideration) for attendance
at each meeting of the Board of Directors or a stated salary as Director, as determined by the Board of Directors from time to
time. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings, as determined
by the Board of Directors from time to time.



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3.12         Interested
Directors. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or
officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because
the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his, her or their votes are counted for such purpose, if (i) the material facts
as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum,
(ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract
or transaction.



3.13         Meetings
by Means of Conference Telephone. Members of the Board of Directors or any committee designed by the Board of Directors may
participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone
or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 3.13 shall constitute presence in person at such meeting.



Article
IV.OFFICERS



4.1           General.
The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chief Executive Officer, Chief
Financial Officer, Chief Compliance Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect
one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant
Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any
number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited
by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation,
nor need such officers be Directors of the Corporation.



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4.2           Election.
The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation
who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen
and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors. The salaries of all officers who are Directors of the Corporation shall be fixed by the Board of Directors
or a committee thereof.



4.3           Voting
Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive
Officer or any Vice President, and any such officer may, in the name and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which
the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident
to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.



4.4           Chief
Executive Officer. Subject to the provisions of these Bylaws and to the control of the Board of Directors, the Chief Executive
Officer shall have general supervision, direction and control of the business and the officers of the Corporation. He or she shall
have the general powers and duties of management usually vested in the chief executive officer of a corporation, including general
supervision, direction and control of the business and supervision of other officers of the Corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors.



4.5           Chief
Compliance Officer. The Chief Compliance Officer shall have general responsibility for the compliance matters of the Corporation
and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her
by the Board of Directors or these Bylaws, all in accordance with policies as established by and subject to oversight of the Board
of Directors. Additionally, the Chief Compliance Officer shall, no less than annually, (i) provide a written report to the Board
of Directors, the content of which shall comply with Rule 38a-1 of the Investment Company Act of 1940, as amended (the “1940
Act”), and (ii) meet separately with the Corporation’s independent Directors.



4.6           Chief
Financial Officer. The Chief Financial Officer shall have general supervision, direction and control of the financial affairs
of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated
to him or her by the Board of Directors or these Bylaws, all in accordance with policies as established by and subject to the oversight
of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties
of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s
signature is required.



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4.7           Vice
Presidents. In the absence or disability of the Chief Executive Officer, the Vice Presidents, if any, in order of their rank
as fixed by the Board of Directors, or, if not ranked, a vice president designated by the Board of Directors, shall perform all
the duties of the chief executive officer and when so acting shall have all the powers of, and be subject to all the restrictions
upon, the Chief Executive Officer. The Vice Presidents shall have such other powers and perform such other duties as from time
to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the Chief Executive Officer or the Chairman
of the Board of Directors.



4.8           Secretary.
The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings
of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive
Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given
notice of all meetings of the stockholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform
such actions. If there is no Assistant Secretary, then the Board of Directors or the Chief Executive Officer may choose another
officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors
may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.



4.9           Treasurer.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory
to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation,
in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his or her possession or under his or her control belonging to the Corporation.



4.10         Assistant
Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such
duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer,
any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability
or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.



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4.11         Assistant
Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there is one, or the Treasurer,
and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required
by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the
restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.



4.12         Controller.
The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting
principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such
other duties as the Board of Directors, the Chief Executive Officer or any Vice President of the Corporation may prescribe.



4.13         Other
Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation
the power to choose such other officers and to prescribe their respective duties and powers.



4.14         Vacancies.
The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.



4.15         Resignations.
Any officer may resign at any time by submitting his or her written resignation to the Corporation. Such resignation shall take
effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become
effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.



4.16         Removal.
Subject to the provisions of any employment agreement approved by the Board of Directors, any officer of the Corporation may be
removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.



4.17         Contracts
and Other Documents. The Chief Executive Officer, Chief Financial Officer and the Secretary, or such other officer or officers
as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises
by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute
on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.



11







Article
V.CAPITAL STOCK



5.1           Form
of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman or Vice-Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or any
Vice-President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him, her or it in the Corporation.



5.2           Signatures.
Any or all of the signatures on the certificate may be a facsimile, including signatures of officers of the Corporation and countersignatures
of a transfer agent or registrar. In case an officer, transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the
date of issue.



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



5.4           Transfers.
Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person or entity named in the certificate or by his, her or its attorney lawfully
constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall
be issued. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, 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 transactions upon its books,
unless the Corporation has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged.
The Corporation shall have no duty to inquire into adverse claims with respect to such transfer unless (i) the Corporation has
received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity
to act on it prior to the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant,
the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to
the claimant or (ii) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of
the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse
claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered
or certified mail at the address furnished by him, her or its, if there be no such address, at his, her or its residence or regular
place of business that the security has been presented for registration of transfer by a named person, and that the transfer will
be registered unless within thirty days from the date of mailing the notification, either (i) an appropriate restraining order,
injunction or other process issues from a court of competent jurisdiction or (ii) an indemnity bond, sufficient in the Corporation’s
judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss
which it or they may suffer by complying with the adverse claim, is filed with the Corporation.



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5.5           Fixing
Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than
ten (10) days after the date upon which the resolution fixing the record date of action without a meeting is adopted by the Board
of Directors, nor more than sixty (60) days prior to any other action. If no record date is fixed:



(a)          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 day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;



(b)          The
record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent is delivered to
the Corporation; or



(c)          The
record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.



A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.



5.6           Registered
Stockholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner
thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect
to such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by
the laws of the State Delaware.



13







Article
VI.NOTICES



6.1           Form
of Notice. Notices to Directors and stockholders other than notices to Directors of special meetings of the Board of Directors
which may be given by any means stated in Section 3.4, shall be in writing and delivered personally or mailed to the Directors
or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to Directors may also be given by telegram.



6.2           Waiver
of Notice. Whenever any notice is required to be given under the provisions of law or the Certificate of Incorporation or by
these Bylaws, a written waiver, signed by the person or persons entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose
of, any regular, or special meeting of the stockholders, Directors, or members of a committee of Directors need be specified in
any written waiver of notice unless so required by the Certificate of Incorporation.



Article
VII.INDEMNIFICATION OF DIRECTORS AND OFFICERS



7.1           The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she 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 expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.



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7.2           The
Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he
or she 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
expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.



7.3           To
the extent that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Sections 7.1 or 7.2, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection
therewith.



7.4           Any
indemnification under Sections 7.1 or 7.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in such section. Such determination shall be made:



(a)             by
the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding,
even though less than a quorum;



(b)             by
a committee of such Directors designated by majority vote of such Directors, even though less than a quorum;



(c)             by
independent legal counsel in a written opinion, if there are no such Directors, or such Directors so direct; or



(d)             by
the stockholders.



7.5           Expenses
(including attorneys’ fees) incurred by an officer or Director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’
fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.



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7.6           The
indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity
and as to action in another capacity while holding such office.



7.7           The
Corporation shall have power to 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 this Article.



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



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



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



7.11         No
Director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for
monetary damages for breach of fiduciary duty as a Director or officer, provided that this provision shall not limit the liability
of a Director or officer (i) for any breach of the Director’s or the officer’s duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the
Director or officer derived an improper personal benefit.



16







Article
VIII.GENERAL PROVISIONS



8.1           Reliance
on Books and Records. Each Director, each member of any committee designated by the Board of Directors, and each officer of
the Corporation, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent
certified public accountant or by an appraiser selected with reasonable care.



8.2           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 may be amended to date, minute books, accounting books and other records.



Any such records maintained
by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that
the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the General Corporation
Law of the State of Delaware. When records are kept in such manner, a clearly legible paper form produced from or by means of the
information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as
an original paper form accurately portrays the record.



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 executive office.



8.3           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.



8.4           Dividends
and Distributions. Subject to the provisions of the Certificate of Incorporation, if any, dividends and other distributions
upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant
to applicable law. Dividends and other distributions may be paid in cash, in property, or in shares of the capital stock, subject
to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property
of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was created.



17







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



8.6           Checks.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons
as the Board of Directors may from time to time designate.



8.7           Fiscal
Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall
fail to do so, the Chief Executive Officer shall fix the fiscal year.



8.8           Seal.
The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate
Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.



8.9           Amendments.
The original or other bylaws may be adopted, amended or repealed by the stockholders entitled to vote thereon at any regular or
special meeting or, if the Certificate of Incorporation so provides, by the Board of Directors. The fact that such power has been
so conferred upon the Board of Directors shall not divest the stockholders of the power nor limit their power to adopt, amend or
repeal bylaws.



8.10         Interpretation
of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General
Corporation Law of the State of Delaware, as amended, and as amended from time to time hereafter.



8.11         Conflict
with 1940 Act. If and to the extent that any provision of the General Corporation Law of the State of Delaware, as amended,
or any provision of these Bylaws shall conflict with any provision of the 1940 Act, the applicable provision of the 1940 Act shall
control.



18