EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS OF AIRSPAN NETWORKS
INC.

Amended and Restated as of March 29, 2004



These Amended and Restated Bylaws are promulgated
pursuant to the Washington Business Corporation Act, as set forth in Title 23B of the Revised Code of Washington (the
Act).


ARTICLE I SHAREHOLDERS

|1.1 |  | Annual Meeting
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1.1.1  Time and Place of Meeting.
The annual meeting of the shareholders of the corporation for the election of Directors and for the transaction of such other business as may properly
come before the meeting shall be held each year at a place, day, and time to be set by the Board of Directors.




1.1.2  Business Conducted at
Meeting.




(a)  At an annual meeting of shareholders,
an item of business may be conducted, and a proposal may be considered and acted upon, only if such item or proposal is brought before the meeting (i)
by, or at the direction of, the Board of directors, or (ii) by any shareholder of the corporation who is entitled to vote at the meeting and who
complies with the procedures set forth in the remainder of this Section 1.1.2. This Section 1.1.2 shall not apply to matters of procedure that,
pursuant to Section 10.3(a) of these Bylaws, are subject to the authority of the chairman of the meeting.




(b)  For a shareholder to cause a proposal
to be included in the corporations proxy statement relating to the annual meeting, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a shareholders notice must be delivered to or mailed and received by the Secretary not
fewer than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the date the corporations proxy statement was
released to the shareholders in connection with the previous years annual meeting. However, if the corporation did not hold an annual meeting the
previous year, or if the date of the subject annual meeting has been changed by more than thirty (30) days from the date of the previous years
meeting, then the deadline is a reasonable time before the corporation begins to print and mail its proxy materials. For a shareholder to cause a
proposal to be included in the corporations proxy statement relating to a meeting of shareholders other than a regularly scheduled annual
meeting, to be timely, the shareholders notice must be delivered to or mailed or received by the Secretary within a reasonable time before the
corporation begins to print and mail its proxy materials. For a shareholder to cause a proposal to be brought before a meeting of the shareholders, the
shareholder must (i) otherwise have the right to submit the proposal; and, (ii) have provided the Secretary written notice of such proposal within ten
(10) days after delivery notice of the meeting. Any shareholder notice shall set forth (i) the name and address of the shareholder proposing such
business; (ii) a representation that the shareholder is entitled to vote at such meeting and a statement of the number of shares of the corporation
which are beneficially owned by the shareholder; (iii) a representation that the shareholder intends to appear in person or by proxy at the meeting to
propose such business; and (iv) as to each matter the shareholder proposes to bring before the meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business at the meeting, the language of the proposal (if appropriate), and any material
interest of the shareholder in such business. If the facts warrant, the Board of Directors, or the chairman of the annual meeting of shareholders, may
declare that business was not properly brought before the meeting in accordance with the provisions of this Section 1.1.2(b) and, if it is so
determined, any such business not properly brought before the meeting shall not be transacted. The procedures set forth in this Section 1.1.2(b) for
business to be properly brought before a meeting by a shareholder are in addition to, and not in lieu of, the requirements set forth in Rule 14a-8
promulgated under Section 14 of the Securities Exchange Act of 1934, or any successor provision.




(c)  Business at Special Meetings.
At any special meeting of the shareholders, only such business as is specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with Section 1.2, shall come before such meeting.


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(d)  Notice to Corporation. Any
written notice required to be delivered by a shareholder to the corporation pursuant to Section 1.1.2 must be given, either by personal delivery or by
registered or certified mail, postage prepaid, to the Secretary at the corporations principal executive office.


1.2  Special Meetings. Special meetings of the shareholders for
any purpose or purposes may be called at any time by the Board of Directors, the President or the Secretary or by one or more shareholders holding not
less than twenty-five percent (25%) of all the shares entitled to be cast on any issue proposed to be considered at that meeting, to be held at such
time and place as the Board or the Chairman (if one be appointed) or the President may prescribe.

1.3  Notice of Meetings. Except as otherwise provided below, the
Secretary, Assistant Secretary, or any transfer agent of the corporation shall give, in any manner permitted by law, not less than ten (10) nor more
than sixty (60) days before the date of any meeting of shareholders, written notice stating the place, day, and time of the meeting to each shareholder
of record entitled to vote at such meeting. If mailed, notice to a shareholder shall be effective when mailed, with first-class postage thereon
prepaid, correctly addressed to the shareholder at the shareholders address as it appears on the current record of shareholders of the
corporation. Otherwise, written notice shall be effective at the earliest of the following: (a) when received, (b) five (5) days after its deposit in
the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid, and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee.



1.3.1  Notice of Special Meeting.
In the case of a special meeting, the written notice shall also state with reasonable clarity the purpose or purposes for which the meeting is called
and the general nature of the business proposed to be transacted at the meeting. No business other than that within the purpose or purposes specified
in the notice may be transacted at a special meeting.




1.3.2  Proposed Articles of Amendment,
Merger, Exchange, Sale, Lease or Disposition. If the business to be conducted at any meeting includes any proposed amendment to the Articles of
Incorporation or any proposed merger or exchange of shares, or any proposed sale, lease, exchange, or other disposition of all or substantially all of
the property and assets (with or without the goodwill) of the corporation not in the usual or regular course of its business, then the written notice
shall state that the purpose or one of the purposes is to consider the proposed amendment or plan of merger, exchange of shares, sale, lease, exchange,
or other disposition, as the case may be, shall describe the proposed action with reasonable clarity, and shall be accompanied by a copy of the
proposed amendment or plan. Written notice of such meeting shall be given to each shareholder of record, whether or not entitled to vote at such
meeting, not less than twenty (20) days before such meeting, in the manner provided in Section 1.3 above.




1.3.3  Proposed Dissolution. If the
business to be conducted at any meeting includes the proposed voluntary dissolution of the corporation, then the written notice shall state that the
purpose or one of the purposes is to consider the advisability thereof. Written notice of such meeting shall be given to each shareholder of record,
whether or not entitled to vote at such meeting, not less than twenty (20) days before such meeting, in the manner provided in Section 1.3
above.




1.3.4  Declaration of Mailing. A
declaration of the mailing or other means of giving any notice of any shareholders meeting, executed by the Secretary, Assistant Secretary, or
any transfer or other agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.




1.3.5  Waiver of Notice. A
shareholder may waive notice of any meeting at any time, either before or after such meeting. Except as provided below, the waiver must be in writing,
be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate
records. A shareholders attendance at a meeting in person or by proxy waives objection to lack of notice or defective notice of the meeting
unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting on the ground that the
meeting is not lawfully called or convened. In the case of a special meeting, or an annual meeting at which fundamental corporate changes are
considered, a shareholder waives objection to consideration of a particular matter that is not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is presented.


1.4  Quorum; Vote Requirement. A quorum shall exist at any meeting
of shareholders if a majority of the votes entitled to be cast is represented in person or by proxy. Once a share is represented for any purpose at a
meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Subject to the
foregoing, the determination of the voting groups

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entitled to vote (as required by law), and the quorum and voting requirements
applicable thereto, must be made separately for each matter being considered at a meeting. In the case of any meeting of shareholders that is adjourned
more than once because of the failure of a quorum to attend, those who attend the third convening of such meeting, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors, provided that the percentage of shares represented at the third convening of
such meeting shall not be less than one-third of the shares entitled to vote.



If a quorum exists, action on a matter (other than
the election of directors) is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the
voting group opposing the action unless a greater number of affirmative votes is required by law or by the Articles of Incorporation.


1.5  Adjourned Meetings. An adjournment or adjournments of any
shareholders meeting, whether by reason of the failure of a quorum to attend or otherwise, may be taken to such date, time, and place as the
chairman of the meeting may determine without new notice being given if the date, time, and place are announced at the meeting at which the adjournment
is taken. However, if the adjournment is for more than thirty (30) days from the date set for the original meeting, a new record date for the adjourned
meeting shall be fixed and a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned
meeting, in accordance with the provisions of Section 1.3 of these Bylaws. At any adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting. Any meeting at which directors are to be elected shall be adjourned only from day to day until such
directors are elected.

1.6  Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders (or, subject to Section 1.5 above, any adjournment thereof), the Board of
Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy
(70) days prior to the meeting. If no such record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, then the day before the first notice is delivered to shareholders shall be the record date for such determination of shareholders. If no
notice is given because all shareholders entitled to notice have waived notice, then the record date for the determination of shareholders entitled to
notice of or to vote at a meeting shall be the date on which the last such waiver of notice was obtained. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except as
provided in Section 1.5 of these Bylaws. If no notice is given because shareholders holding of record or otherwise entitled to vote in the aggregate
not less than the minimum number of votes necessary in order to take such action by written consent have signed a consent, the record date for
determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent.

1.7  Shareholders List for Meeting. The corporation shall
cause to be prepared an alphabetical list of the names of all of its shareholders on the record date who are entitled to notice of a shareholders
meeting or any adjournment thereof. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the
address of and the number of shares held by each shareholder. The shareholders list must be available for inspection by any shareholder,
beginning ten (10) days prior to the meeting and continuing through the meeting, at the principal office of the corporation or at a place identified in
the meeting notice in the city where the meeting will be held. Such list shall be produced and kept open at the time and place of the meeting. During
such ten-day period, and during the whole time of the meeting, the shareholders list shall be subject to the inspection of any shareholder, or
the shareholders agent or attorney. In cases where the record date is fewer than ten (10) days prior to the meeting because notice has been
waived by all shareholders, the Secretary shall keep such record available for a period from the date the first waiver of notice was delivered to the
date of the meeting. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the
meeting.

1.8  Ratification. Subject to the requirements of RCW 23B.08.730
and 23B.19.040, any contract, transaction, or act of the corporation or of any director or officer of the corporation that shall be authorized,
approved, or ratified by the affirmative vote of a majority of shares represented at a meeting at which a quorum is present shall, insofar as permitted
by law, be as valid and as binding as though ratified by every shareholder of the corporation.

1.9  Telephonic Meetings. Shareholders may participate in a
meeting by any means of communication by which all persons participating in the meeting can hear each other during the meeting, and participation by
such means shall constitute presence in person at a meeting.

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1.10  Action By Less than Unanimous Consent. To the extent
permitted by the Act, the taking of action by shareholders without a meeting by less than unanimous written consent of all shareholders entitled to
vote on the action shall be permitted. Notice of the taking of such action shall be given to those shareholders entitled to vote on the action who have
not consented in writing (and, if the Act would otherwise require that notice of a meeting of shareholders to consider the action be given to nonvoting
shareholders, to all nonvoting shareholders), in writing, describing with reasonable clarity the general nature of the action, and accompanied by the
same material that, under the Act, would have been required to be sent to nonconsenting (or nonvoting) shareholders in a notice of meeting at which the
action would have been submitted for shareholder action. Such notice shall be either (i) by deposit in the U.S. mail before the action becomes
effective, with first-class postage thereon prepaid, correctly addressed to each shareholder entitled thereto at the shareholders address as it
appears on the current record of shareholders of the Corporation; or (ii) by personal delivery, courier service, wire or wireless equipment,
telegraphic or other facsimile transmission, or any other electronic means which transmits a facsimile of such communication correctly addressed to
each shareholder entitled thereto at the shareholders physical address, electronic mail address, or facsimile number, as it appears on the
current record of shareholders of the Corporation. Notice under clause (i) shall be given at least seventy-two (72) hours, and notice under clause (ii)
shall be given at least twenty-four (24) hours before the action becomes effective.

ARTICLE II BOARD OF DIRECTORS

2.1  Responsibility of Board of Directors. The business and
affairs and property of the corporation shall be managed under the direction of a Board of Directors. A director shall discharge the duties of a
director, including duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise
under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation.

2.2  Number of Directors; Qualification. The Board shall consist
of five (5) to seven (7) directors. The exact number of directors of the corporation shall be seven (7) until amended 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.
If a greater or lesser number of directors than is specified as the range of the size of the Board in this section is elected by the shareholders, then
election of that number shall automatically be deemed to constitute an amendment to these Bylaws. No director need be a shareholder of the corporation
or a resident of Washington. Each director must be at least eighteen (18) years of age.

2.3  Vacancies. Except as otherwise provided by law, any vacancy
occurring in the Board of Directors (whether caused by resignation, death, or otherwise) may be filled by the affirmative vote of a majority of the
directors present at a meeting of the Board at which a quorum is present, or, if the directors in office constitute less than a quorum, by the
affirmative vote of a majority of all of the directors in office. Notice shall be given to all of the remaining directors that such vacancy will be
filled at the meeting. However, if the vacant office was held by a director elected by a voting group composed of less than all of the voting
shareholders, then the Board of Directors shall not have the power to fill such vacancy. A director elected to fill any vacancy shall hold office until
the next meeting of shareholders at which directors are elected, and until his or her successor shall have been elected and qualified.

2.4  Removal. One or more members of the Board of Directors
(including the entire Board) may be removed, with or without cause, at a special meeting of shareholders called expressly for that purpose. A director
(or the entire Board) may be removed if the number of votes cast in favor of removing such director (or the entire Board) exceeds the number of votes
cast against removal; provided that, if a director (or the entire Board) has been elected by one or more voting groups, only those voting groups may
participate in the vote as to removal. However, if the Articles of Incorporation grant shareholders the right to cumulate their votes in the election
of directors, a director may not be removed if a number of votes sufficient to elect such director under cumulative voting (computed on the basis of
the number of votes actually cast at the meeting on the question of removal) is cast against such directors removal.

2.5  Resignation. A director may resign at any time by delivering
written notice to the Board of Directors, its Chairman, the President, or the Secretary. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date.

2.6  Annual Meeting. The first meeting of each newly elected Board
of Directors shall be known as the annual meeting thereof and shall be held without notice immediately after the annual shareholders meeting or
any special shareholders meeting at which a Board is elected. Such meeting shall be held at the same place as such shareholders meeting
unless some other place shall be specified by resolution of the shareholders.

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2.7  Regular Meetings. Regular meetings of the Board of Directors
may be held at such place, day, and time as shall from time to time be fixed by resolution of the Board without notice other than the delivery of such
resolution as provided in Section 2.10 below.

2.8  Special Meetings. Special meetings of the Board of Directors
may be called by the President or the Chairman of the Board (if one be appointed) or any two or more directors, to be held at such place, day, and time
as specified by the person or persons calling the meeting.

2.9  Notice of Meeting. Notice of the place, day, and time of any
meeting of the Board of Directors for which notice is required shall be given, at least two (2) days preceding the day on which the meeting is to be
held, by the Secretary or an Assistant Secretary, or by the person calling the meeting, in any manner permitted by law, including orally. Any oral
notice given by personal communication over the telephone or otherwise 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. Notice shall be deemed to have been
given on the earliest of (a) the day of actual receipt, (b) five (5) days after the day on which written notice is deposited in the United States mail,
as evidenced by the postmark, with first-class postage prepaid, and correctly addressed, or (c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.



No notice of any regular meeting need be given if
the place, day, and time thereof have been fixed by resolution of the Board of Directors and a copy of such resolution has been given to each director,
either by personally delivering the copy to the director at least two (2) days, or by depositing the copy in the United States mail with first class
postage prepaid and correctly addressed to the director at the directors address as it appears on the records of the corporation at least five
(5) days (as evidenced by the postmark), prior to the day of the first meeting held in pursuance thereof.




Notice of a meeting of the Board of Directors need
not be given to any director if it is waived by the director in writing, whether before or after such meeting is held. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting unless required by law, the Articles of Incorporation, or these Bylaws.




A directors attendance at or participation in
a meeting shall constitute a waiver of notice of such meeting except when a director attends or participates in a meeting for the express purpose of
objecting on legal grounds prior to or at the beginning of the meeting (or promptly upon the directors arrival) to the holding of the meeting or
the transaction of any business and does not thereafter vote for or assent to action taken at the meeting. Any meeting of the Board of Directors shall
be a legal meeting without any notice thereof having been given if all of the directors have received valid notice thereof, are present without
objecting, or waive notice thereof, or any combination thereof.


2.10  Quorum of Directors. Except in particular situations where a
lesser number is expressly permitted by law, and unless a greater number is required by the Articles of Incorporation, a majority of the number of
directors specified in or fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business, and the affirmative vote of
a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If the number of directors in
office at any time is less than the number specified in or fixed in accordance with these Bylaws, then a quorum shall consist of a majority of the
number of directors in office; provided that in no event shall a quorum consist of fewer than one-third of the number specified in or fixed in
accordance with these Bylaws.



Directors at a meeting of the Board of Directors at
which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided such withdrawal does not
reduce the number of directors attending the meeting below the level of a quorum.




A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting of the Board of Directors to another time and place. If the meeting is adjourned for more than
forty-eight (48) 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 2.10 of these Bylaws, to the directors who were not present at the time of the adjournment.


2.11  Dissent by Directors. Any director who is present at any
meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the
director objects at the beginning of the meeting (or promptly upon the directors arrival) to the holding of, or the transaction of business at,
the meeting; or unless the directors dissent or abstention shall be entered in the minutes of the meeting;

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or unless the director delivers written notice of the directors dissent or
abstention to the presiding officer of the meeting before the adjournment thereof or to the corporation within a reasonable time after the adjournment
of the meeting. Such right to dissent or abstention shall not be available to any director who votes in favor of such action.

2.12  Action by Directors Without a Meeting. Any action required
by law to be taken or which may be taken at a meeting of the Board of Directors may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed either before or after the action so taken by all of the directors and delivered to the corporation
for inclusion in the minutes or filing with the corporate records. Such consent shall have the same effect as a meeting vote. Action taken under this
section is effective when the last director signs the consent, unless the consent specifies a later effective date.

2.13  Telephonic Meetings. Except as may be otherwise restricted
by the Articles of Incorporation, members of the Board of Directors may participate in a meeting of the Board by any means of communication by which
all directors participating in the meeting may simultaneously hear each other during the meeting. Participation by such means shall constitute presence
in person at a meeting.

2.14  Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, and may be paid a fixed sum or a stated salary as a director, for attendance at each meeting of the
Board. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

2.15  Committees. The Board of Directors, by resolution adopted by
the greater of (a) a majority of all of the directors in office, or (b) the number of directors required by the Articles of Incorporation or these
Bylaws to take action may from time to time create, and appoint individuals to, one or more committees, each of which must have at least two (2)
members. If a committee is formed for the purpose of exercising functions of the Board, the committee must consist solely of directors. If the only
function of a committee is to study and make recommendations for action by the full Board, the committee need not consist of directors. Committees of
directors may exercise the authority of the Board of Directors to the extent specified by such resolution or in the Articles of Incorporation or these
Bylaws. However, no committee shall:



(a)  authorize or approve a distribution
(as defined in RCW 23B.01.400) except according to a general formula or method prescribed by the Board of Directors;




(b)  approve or propose to shareholders
action that by law is required to be approved by shareholders;




(c)  fill vacancies on the Board of
Directors or on any of its committees;




(d)  amend the Articles of
Incorporation;




(e)  adopt, amend, or repeal
Bylaws;




(f)  approve a plan of merger not
requiring shareholder approval; or




(g)  authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares,
except that the




Board of Directors may authorize a committee of
directors (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the Board of Directors.




Committees shall be governed by the same provisions
as govern the meetings, actions without meetings, notice and waiver of notice, quorum and voting requirements, and standards of conduct of the Board of
Directors. The Executive Committee (if one be established) shall meet periodically between meetings of the full Board. All committees shall keep
regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose at the office of the corporation.


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ARTICLE III OFFICERS

3.1  Appointment. The officers of the corporation shall be
appointed annually by the Board of Directors at its annual meeting held after the annual meeting of the shareholders. If the appointment of officers is
not held at such meeting, such appointment shall be held as soon thereafter as a Board meeting conveniently may be held. Except in the case of death,
resignation, or removal, each officer shall hold office until the next annual meeting of the Board and until his or her successor is appointed and
qualified.

3.2  Qualification. None of the officers of the corporation need
be a director, except as specified below. Any two or more of the corporate offices may be held by the same person.

3.3  Officers Enumerated. Except as otherwise provided by
resolution of the Board of Directors, the officers of the corporation and their respective powers and duties shall be as follows:



3.3.1  Chairman of the Board. The
Chairman of the Board (if such an officer be appointed) shall be a director and shall perform such duties as shall be assigned to him or her by the
Board of Directors and in any employment agreement. The Chairman shall preside at all meetings of the shareholders and at all meetings of the Board at
which he or she is present. The Chairman may sign deeds, mortgages, bonds, contracts, and other instruments, except when the signing thereof has been
expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or is otherwise required by law to be signed by
some other officer or in some other manner. If the President dies or becomes unable to act, the Chairman shall perform the duties of the President,
except as may be limited by resolution of the Board of Directors, with all the powers of and subject to all the restrictions upon the
President.




3.3.2  President. Subject to such
supervisory powers as may be given by the Board of Directors to the Chairman of the Board (if such an officer be appointed), the President shall be the
chief executive officer of the corporation unless some other officer is so designated by the Board and, subject to the control of the Board and the
Executive Committee (if one be established), shall supervise and control all of the assets, business, and affairs of the corporation. The President may
sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts, and other instruments, except when the signing thereof has been
expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or is otherwise required by law to be signed by
some other officer or in some other manner. The President shall vote the shares owned by the corporation in other corporations, domestic or foreign,
unless otherwise prescribed by law or resolution of the Board. In general, the President shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board from time to time. In the absence of the Chairman of the Board, the President, if a director,
shall preside over all meetings of the shareholders and over all meetings of the Board of Directors. The President shall have the authority to appoint
one or more Assistant Secretaries and Assistant Treasurers, as he or she deems necessary.




3.3.3  Vice Presidents. If no
Chairman of the Board has been appointed, in the absence or disability of the President, 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 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; provided that no such Vice President shall assume the
authority to preside as Chairman of meetings of the Board unless such Vice President is a member of the Board. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be respectively prescribed for them by the Board, these Bylaws, the President, or
the Chairman of the Board (if one be appointed).




3.3.4  Secretary. The Secretary
shall:




(a)  have responsibility for preparing
minutes of meetings of the shareholders and the Board of Directors and for authenticating records of the corporation;




(b)  see that all notices are duly given
in accordance with the provisions of Sections 1.3, 1.5, 2.8, and 2.10 of these Bylaws and as required by law;




(c)  be custodian of the corporate records
and seal of the corporation, if one be adopted;




(d)  keep a register of the post office
address of each shareholder and director;


|(e) |  | attest certificates for shares of the corporation;
|--- |  | --------------------------------------------------

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(f)  have general charge of the stock
transfer books of the corporation;




(g)  when required by law or authorized by
resolution of the Board of Directors, sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds,
contracts, and other instruments; and




(h)  in general, perform all duties
incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of
Directors.




In the absence of the Secretary, an Assistant
Secretary may perform the duties of the Secretary.




3.3.5  Treasurer. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as
the Board shall determine. The Treasurer shall:




(a)  have charge and custody of and be
responsible for all funds and securities of the corporation;




(b)  receive and give receipts for moneys
due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in banks, trust companies, or
other depositories selected in accordance with the provisions of these Bylaws; and




(c)  in general, perform all of the duties
incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of
Directors.




In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer.


3.4  Delegation. In case of the absence or inability to act of any
officer of the corporation and of each person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the
powers and duties of such officer to any other officer or other person whom it may select.

3.5  Resignation. Any officer may resign at any time by delivering
notice to the corporation. Any such resignation shall take effect at the time the notice is delivered unless the notice specifies a later effective
date. Unless otherwise specified therein, acceptance of such resignation by the corporation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

3.6  Removal. Any officer or agent may be removed by the Board
with or without cause. An officer empowered to appoint another officer or assistant officer also has the power with or without cause to remove any
officer he or she would have the power to appoint whenever in his or her judgment the best interests of the corporation would be served thereby. The
removal of an officer or agent shall be without prejudice to the contract rights, if any, of the corporation or the person so removed. Appointment of
an officer or agent shall not of itself create contract rights.

3.7  Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or any other cause may be filled by the Board of Directors for the unexpired portion
of the term or for a new term established by the Board.

3.8  Other Officers and Agents. One or more Vice Presidents and
such other officers and assistant officers as may be deemed necessary or advisable may be appointed by the Board of Directors or, to the extent
provided in Section 3.3.2 above, by the President. Such other officers and assistant officers shall hold office for such periods, have such
authorities, and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by
the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such assistant
officers or agents and to prescribe their respective terms of office, authorities, and duties.

3.9  Compensation. Compensation, if any, for officers and other
agents and employees of the corporation shall be determined by the Board of Directors, or by a committee or officer appointed by the Board. No officer
shall be prevented from receiving compensation in such capacity by reason of the fact that he or she is also a director of the corporation.

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ARTICLE IV CONTRACTS, CHECKS AND DRAFTS

4.1  Contracts. The Board of Directors may authorize any officer
or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances.



Subject to the limitations set forth in RCW
23B.08.700 through 23B.08.730 and 23B.19.040, to the extent applicable:




(a)  The corporation may enter into
contracts and otherwise transact business as vendor, purchaser, lender, borrower, or otherwise with its directors and shareholders and with
corporations, associations, firms, and entities in which they are or may be or become interested as directors, officers, shareholders, members, or
otherwise.




(b)  Any such contract or transaction
shall not be affected or invalidated or give rise to liability by reason of the directors or shareholders having an interest in the
contract or transaction.


4.2  Checks, Drafts, Etc. All checks, drafts, and other orders for
the payment of money, notes, and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or
agent or agents of the corporation and in such manner as may be determined from time to time by resolution of the Board of Directors.

4.3  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Treasurer, subject
to the direction of the Board of Directors, may select.

ARTICLE V STOCK

5.1  Issuance of Shares. No shares of the corporation shall be
issued unless authorized by the Board of Directors, which authorization shall include the maximum number of shares to be issued, the consideration to
be received for each share, and, if the consideration is in a form other than cash, the determination of the value of the consideration.

5.2  Certificates of Stock. All shares of the corporation shall be
represented by certificates in such form, not inconsistent with the Articles of Incorporation, as the Board of Directors may from time to time
prescribe. Certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or
a Vice President, attested to by the Secretary or an Assistant Secretary, and sealed with the corporate seal, if any. If any certificate is manually
signed by a transfer agent or a transfer clerk and by a registrar, the signatures of the President, Vice President, Secretary or Assistant Secretary
upon that certificate may be facsimiles that are engraved or printed. If any person who has signed or whose facsimile signature has been placed on a
certificate no longer is an officer when the certificate is issued, the certificate may nevertheless be issued with the same effect as if the person
were still an officer at the time of its issue.



Every certificate of stock shall
state:




(a)  The state of
incorporation;




(b)  The name of the registered holder of
the shares represented thereby;




(c)  The number and class of shares, and
the designation of the series, if any, which such certificate represents;




(d)  If the corporation is authorized to
issue different classes of shares or different series within a class, either a summary of (on the face or back of the certificate), or a statement that
the corporation will furnish to any shareholder upon written request and without charge a summary of, the designations, relative rights, preferences,
and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the
Board of Directors to determine variations for future series; and




(e)  If the shares are subject to transfer
or other restrictions under applicable securities laws or contracts with the corporation, either a complete description of or a reference to the
existence and general nature of such restrictions on the face or back of the certificate.


5.3  Stock Records. The corporation or its agent shall maintain at
the registered office or principal office of the corporation, or at the office of the transfer agent or registrar of the corporation, if one be
designated by the Board of

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Directors, a record of its shareholders, in a form that permits preparation of a
list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares held by each. The
person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all
purposes.

5.4  Restrictions on Transfer. The Board of Directors shall have
the authority to issue shares of the capital stock of this corporation and the certificates therefor subject to such transfer restrictions and other
limitations as it may deem necessary to promote compliance with applicable federal and state securities laws, and to regulate the transfer thereof in
such manner as may be calculated to promote such compliance or to further any other reasonable purpose. Except to the extent that the corporation has
obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, all
certificates representing shares of the corporation shall bear the following legend (or a legend of substantially the same import) on the face of the
certificate or on the reverse of the certificate if a reference to the legend is contained on the face:

NOTICE: RESTRICTIONS ON TRANSFER

The securities represented by this certificate have not been registered under the
Securities Act of 1933, or any state securities laws, and may not be offered, sold, transferred, encumbered, or otherwise disposed of except upon
satisfaction of certain conditions. Information concerning these restrictions may be obtained from the corporation or its legal counsel. Any offer or
disposition of these securities without satisfaction of said conditions will be wrongful and will not entitle the transferee to register ownership of
the securities with the corporation.

5.5  Transfers. Shares of stock may be transferred by delivery of
the certificates therefor, accompanied by:



(a)  an assignment in writing on the back
of the certificate, or an assignment separate from certificate, or a written power of attorney to sell, assign, and transfer the same, signed by the
record holder of the certificate; and




(b)  such additional documents,
instruments, and other items of evidence as may be reasonably necessary to satisfy the requirements of any transfer restrictions applicable to such
shares, whether arising under applicable securities or other laws, or by contract, or otherwise.




Except as otherwise specifically provided in these
Bylaws, no shares of stock shall be transferred on the books of the corporation until the outstanding certificate therefor has been surrendered to the
corporation. All certificates surrendered to the corporation for transfer shall be canceled, and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and canceled, except that, in case of a lost, destroyed, or mutilated certificate,
a new one may be issued therefor upon such terms (including indemnity to the corporation) as the Board of Directors may prescribe.


ARTICLE VI RECORDS OF CORPORATE MEETINGS



The corporation shall keep, as permanent records,
minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board of Directors exercising the authority of the Board of Directors on behalf of the
corporation. The corporation shall keep at its principal office a copy of the minutes of all shareholders meetings that have occurred, and
records of all action taken by shareholders without a meeting, within the past three (3) years. Any person dealing with the corporation may rely upon a
copy of any of the records of the proceedings, resolutions, or votes of the Board or shareholders when certified by the President or
Secretary.


ARTICLE VII FINANCIAL MATTERS



The corporation shall maintain appropriate
accounting records at its principal office and shall prepare the annual financial statements required by RCW 23B.16.200. Except to the extent otherwise
expressly determined by the Board of Directors or otherwise required by law, the accounting records of the corporation shall be kept and prepared in
accordance with generally accepted accounting principles applied on a consistent basis from period to period. The fiscal year of the corporation shall
be the calendar year unless otherwise expressly determined by the Board of Directors.


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ARTICLE VIII DISTRIBUTIONS



The Board of Directors may from time to time
authorize, and the corporation may make, distributions (as defined in RCW 23B.01.400) to its shareholders to the extent permitted by RCW 23B.06.400,
subject to any limitation in the Articles of Incorporation. A director who votes for or assents to a distribution made in violation of RCW 23B.06.400
is personally liable to the corporation for the amount of the distribution that exceeds that which could have been distributed without violating RCW
23B.06.400 if it is established that the director did not perform the directors duties in compliance with Section 2.1 above.


ARTICLE IX CORPORATE SEAL



The Board of Directors may, but shall not be
required to, adopt a corporate seal for the corporation in such form and with such inscription as the Board may determine. If such a corporate seal
shall at any time be so adopted, the application of or the failure to apply such seal to any document or instrument shall have no effect upon the
validity or invalidity of such document or instrument under otherwise applicable principles of law.


ARTICLE X MISCELLANY

10.1  Communications by Facsimile. Whenever these Bylaws require
notice, consent, or other communication to be delivered for any purpose, transmission by phone, wire, wireless equipment or electronic mail which
transmits a facsimile of such communication shall constitute sufficient delivery for such purpose. Such communication shall be deemed to have been
received by or in the possession of the addressee upon completion of the transmission.

10.2  Inspector of Elections. Before any annual meeting of
shareholders, the Board of Directors may appoint an inspector of elections to act at the meeting and any adjournment thereof. If no inspector of
elections is so appointed by the Board, then the chairman of the meeting may appoint an inspector of elections to act at the meeting. If any person
appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a
shareholders proxy shall, appoint a person to fill that vacancy.



Such inspector of elections shall:




(a)  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, with the advice of legal
counsel to the corporation, the authenticity, validity, and effect of proxies pursuant to RCW 23B.07.220 and 23B.07.240 and any procedure adopted by
the Board of Directors pursuant to RCW 23B.07.230;




(b)  receive votes, ballots, or
consents;




(c)  hear and determine all challenges and
questions in any way arising in connection with the right to vote;




(d)  count and tabulate all votes or
consents;




(e)  determine the result;
and




(f)  do any other acts that may be proper
to conduct the election or vote with fairness to all shareholders.


10.3  Rules of Order. The rules contained in the most recent
edition of Roberts Rules of Order, Revised, shall govern all meetings of shareholders and directors where those rules are not inconsistent with
the Articles of Incorporation or Bylaws, subject to the following:



(a)  The chairman of the meeting shall
have absolute authority over matters of procedure, and there shall be no appeal from the ruling of the chairman. If the chairman in his or her absolute
discretion deems it advisable to dispense with the rules of parliamentary procedure for any meeting or any part thereof, the chairman shall so state
and shall clearly state the rules under which the meeting or appropriate part thereof shall be conducted.




(b)  If disorder should arise which
prevents continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting; upon so
doing, the meeting shall be deemed immediately adjourned, subject to being reconvened in accordance with Section 1.5 of these Bylaws, as the case may
be.


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(c)  The chairman may ask or require that
anyone not a bona fide shareholder or proxy leave the meeting of shareholders.




(d)  A resolution or motion at a meeting
of shareholders shall be considered for vote only if proposed by a shareholder or duly authorized proxy and seconded by an individual who is a
shareholder or duly authorized proxy other than the individual who proposed the resolution or motion.


10.4  Construction. Within these Bylaws, words of any gender shall
be construed to include any other gender, and words in the singular or plural number shall be construed to include the plural or singular,
respectively, unless the context otherwise requires.

10.5  Severability. If any provision of these Bylaws or any
application thereof shall be invalid, unenforceable, or contrary to applicable law, the remainder of these Bylaws, and the application of such
provisions to individuals or circumstances other than those as to which it is held invalid, unenforceable, or contrary to applicable law, shall not be
affected thereby.

10.6  Notices To And From Directors And Shareholders. In addition
to the means of notice previously provided for or required in these Bylaws, notices to directors and shareholders from the corporation and from
directors and shareholders to the corporation may be provided in an electronic transmission and be electronically transmitted. Similarly where these
Bylaws provide for or require action by written consent or in a writing, such consent or action may be either in a tangible
medium (written or a writing) or by means of electronic transmission. Terms used in this Bylaws shall be as defined in the Act.
Subject to contrary provisions in the Act, notice to shareholders or directors in an electronic transmission shall be effective only with respect to
shareholders and directors that have consented in the form of a record to receive electronically transmitted notices and that have designated in the
consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies
with any other requirements of the Act and any applicable federal law.



A shareholder or director who has consented to
receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the corporation in the form of a
record.




The consent of any shareholder or director is
revoked if (a) the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent,
and (b) this inability becomes known to the secretary of the corporation, the transfer agent, or any other person responsible for giving the notice.
The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.


ARTICLE XI AMENDMENT OF BYLAWS



Subject to the requirements of Section 23B.10.210 of
the Act relating to supermajority quorum provisions for the Board of Directors, the Bylaws of the corporation may be amended or repealed, or new Bylaws
may be adopted, by: (a) the shareholders, even though the Bylaws may also be amended or repealed, or new Bylaws may also be adopted, by the Board of
Directors; or (b) subject to the power of the shareholders of the corporation to change or repeal the Bylaws, the Board of Directors, unless such power
is reserved, by the Articles of Incorporation or by law, exclusively to the shareholders in whole or in part or unless the shareholders, in amending or
repealing a particular bylaw, provide expressly that the Board of Directors may not amend or repeal that bylaw. Any officer of the corporation may
authenticate a restatement of the Bylaws and all amendments thereto adopted in the manner provided above.


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