**Exhibit 3.2**

**SECOND AMENDED AND RESTATED BY-LAWS**

**OF**

**OPNET TECHNOLOGIES, INC.**

ARTICLE I -STOCKHOLDERS 

1. Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to timeby the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation. 

2. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by theBoard of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may beheld in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-Laws to the annual meeting of the stockholdersshall be deemed to refer to such special meeting. 

3. Special Meetings. Special meetings of stockholders may be called at any timeonly by the Chairman of the Board, the President or the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. 

4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall begiven not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective ifgiven by a form of electronic transmission consented to (in a manner consistent with the Delaware General Corporation Law) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, date and time of themeeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes forwhich the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of thecorporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the Delaware General Corporation Law. 

5. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall beopen to the examination of any stockholder, for any purpose germane to the 

meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholder who is present. 

6. Quorum. Except as otherwiseprovided by law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means ofremote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business. 

7. Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may beheld under these By-Laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. Itshall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to bepresent in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation maytransact any business which might have been transacted at the original meeting. 

8. Voting and Proxies. Each stockholder shall haveone vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law, the Certificate of Incorporation or these By-Laws. Each stockholder ofrecord entitled to vote at a meeting of stockholders may vote in person or may authorize another person or persons to vote or act for him by a proxy executed or transmitted in a manner permitted under Delaware law by the stockholder or his or herauthorized agent and delivered (including, by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longerperiod. 

9. Action at Meeting. When a quorum is present at any meeting, the holders of shares of stock representing a majority ofthe votes cast on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of shares of that class of stock representing a majority of the votes cast on a matter)shall decide any matter to be voted upon by the stockholders at such meeting, except the election of directors or when a different vote is required by express provision of law, the Certificate of Incorporation or these By-Laws. When a quorum ispresent at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. 

10. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election asdirectors (except for directors elected to fill vacancies, as provided in Article II, Section 8). Nomination for election to the Board of 

 

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Directors of the corporation at a meeting of stockholders may be made (i) by or at the direction of the Board of Directors or (ii) by anystockholder of the corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this Section 10. 

To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the corporation as follows: (a) in the case of an election of directors at an annual meeting ofstockholders, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (i) in the event that the date of the annual meeting is advanced by more than 20 days,or delayed by more than 60 days, from such anniversary date, to be timely, a stockholder’s notice must be so received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of(A) the 60th day prior to such annual meeting and (B) the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs, or(ii) with respect to the annual meeting of stockholders of the corporation to be held in the year 2001, to be timely, a stockholder’s notice must be so received not earlier than the 90th day prior to such annual meeting and not later thanthe close of business on the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (b) in the case of an election ofdirectors at a special meeting of stockholders, not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of (A) the sixtieth day prior to such special meeting and (B) the 10thday following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. 

The stockholder’s notice to the Secretary shall set forth (a) as to each proposed nominee (i) the name, age, business address and, ifknown, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee and (iv) anyother information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; (b) as to the stockholder giving the notice (i) thename and address, as they appear on the corporation’s books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder; and (c) as to the beneficial owner, if any,on whose behalf the nomination is being made (i) the name and address of such beneficial owner and (ii) the class and number of shares of the corporation which are beneficially owned by such person. In addition, to be effective, thestockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by thecorporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. 

The chairman of the meetingmay, 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 should so determine, he shall so declare to the meeting and the defective nomination shall bedisregarded. 

 

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Nothing in the foregoing provision shall obligate the corporation or the Board of Directors to include inany proxy statement or other stockholder communication distributed on behalf of the corporation or the Board of Directors information with respect to any nominee for directors submitted by a stockholder. 

11. Notice of Business at Annual Meetings. At any annual meeting of the stockholders, only such business shall be conducted as shall have beenproperly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwisebrought before the meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before an annual meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, (i) ifsuch business relates to the election of directors of the corporation, the procedures in Section 10 of Article I must be complied with, and (ii) if such business relates to any other matter, the stockholder must have given timely noticethereof in writing to the Secretary in accordance with the procedures set forth in this Section 11. 

To be timely, astockholder’s notice must be received by the Secretary at the principal executive offices of the corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided,however, that (i) in the event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from such anniversary date, to be timely, a stockholder’s notice must be so received not earlier than the90th day prior to such annual meeting and not later than the close of business on the later of (A) the 60th day prior to such annual meeting and (B) the 10th day following the day on which notice of the date of such annual meeting wasmailed or public disclosure of the date of such annual meeting was made, whichever first occurs, or (ii) with respect to the annual meeting of stockholders of the corporation to be held in the year 2001, to be timely, a stockholder’snotice must be so received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of (A) the 60th day prior to such annual meeting and (B) the 10th day following the day on whichnotice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. 

The stockholder’s notice to the Secretary shall set forth 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 andthe reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, onwhose behalf the proposal is made, (c) the class and number of shares of the corporation which are beneficially owned by the stockholder and beneficial owner, if any, and (d) any material interest of the stockholder or such beneficialowner, if any, in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance with the procedures set forth in this Section 11; providedthat any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and is to be included in the corporation’s proxy statement for anannual meeting of stockholders shall be deemed to comply with the requirements of this Section 11. 

 

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The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting thatbusiness was not properly brought before the meeting in accordance with the provisions of this Section 11, and if he should so determine, the chairman shall so declare to the meeting that any such business not properly brought before themeeting shall not be transacted. 

12. Action without Meeting. Stockholders may not take any action by written consent in lieu of ameeting. 

13. Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules, regulations andprocedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remotecommunication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the officer of the corporation presiding at anymeeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such officer, are appropriate for the proper conduct of the meeting. Such rules,regulations or procedures, whether adopted by the Board of Directors or prescribed by the officer of the corporation presiding at the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order ofbusiness for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation,their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questionsor comments by participants. Unless and to the extent determined by the Board of Directors or the officer of the corporation presiding at the meeting, meetings of stockholders shall not be required to be held in accordance with the rules ofparliamentary procedure. 

The officer of the corporation presiding at any meeting of stockholders shall announce at the meeting when thepolls for each matter to be voted upon at the meeting will be closed. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes or anyrevocations or changes thereto may be accepted. 

ARTICLE II - DIRECTORS 

1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who mayexercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law,may exercise the powers of the full Board until the vacancy is filled. 

2. Number, Election and Qualification. The number ofdirectors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be more than thirteen nor less than three. The number of directors may be decreased at any time and fromtime to time by a majority of the directors then 

 

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in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. Thedirectors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation. 

3. Classes of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. No one class shallhave more than one director more than any other class. If a fraction is contained in the quotient arrived at by dividing the designated number of directors by three, then, if such fraction is one-third, the extra director shall be a member of ClassI, and if such fraction is two-thirds, one of the extra directors shall be a member of Class I and one of the extra directors shall be a member of Class II, unless otherwise provided from time to time by resolution adopted by the Board of Directors.

4. Terms of Office. Each director shall serve for a term ending on the date of the third annual meeting of stockholders followingthe annual meeting at which such director was elected; provided, that each initial director in Class I shall serve for a term ending on the date of the annual meeting of stockholders in 2001; each initial director in Class II shall serve fora term ending on the date of the annual meeting of stockholders in 2002, and each initial director in Class III shall serve for a term ending on the date of the annual meeting of stockholders in 2003; and providedfurther, that theterm of each director shall be subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal. 

5. Allocation of Directors Among Classes in the Event of Increases or Decreases in the Number of Directors. In the event of any increase or decrease in the authorized number of directors, (i) each directorthen serving as such shall nevertheless continue as a director of the class of which he or she is a member (subject to Section 4 above) and (ii) the newly created or eliminated directorships resulting from such increase or decrease shallbe apportioned by the Board of Directors among the three classes of directors so as to ensure that no one class has more than one director more than any other class. 

6. Quorum, Action at Meeting. A majority of the directors at any time in office shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to voteat any meeting, then the required quorum shall be reduced by one for each director so disqualified, provided that in no case shall less than one-third of the number of directors then in office constitute a quorum. If at any meeting of the Board ofDirectors there shall be less than such a quorum, a majority of those present may adjourn the meeting from time to time. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is presentshall be regarded as the act of the Board of Directors unless a greater number is required by law, by the Certificate of Incorporation or these By-Laws. 

7. Removal. Directors of the corporation may be removed by the stockholders only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all thestockholders would be entitled to cast in any annual election of directors or class of directors. 

 

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8. Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancyresulting from an enlargement of the Board, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to holdoffice until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal. 

9. Resignation. Any director may resign by delivering his or her resignation in writing or by electronic transmission to the corporation at itsprincipal office or to the Chairman of the Board or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 

10. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined fromtime to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately afterand at the same place as the annual meeting of stockholders. 

11. Special Meetings. Special meetings of the Board of Directors maybe held at any time and place designated in a call by the Chairman of the Board, the President, two or more directors, or by one director in the event that there is only a single director in office. 

12. Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer orone of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy, telexor electronic mail, or delivering written notice by hand, to his or her last known business, home or electronic mail address at least 24 hours in advance of the meeting, or (iii) by mailing written notice to his or her last known business orhome address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. 

13. Meetings by Conference Communications Equipment. Directors or any members of any committee designated by the directors may participate in ameeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitutepresence in person at such meeting. 

14. Action by Consent. Any action required or permitted to be taken at any meeting of the Boardof Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents andelectronic transmissions are filed with the minutes of proceedings of the Board or committee. 

15. Committees. The Board ofDirectors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present 

 

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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 ofDirectors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the Stateof Delaware, 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 mayrequire it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business,but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors. 

16. Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance atmeetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for suchservice. 

ARTICLE III - OFFICERS 

1. Enumeration. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including a Chairman of the Board, aVice Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate. 

2. Election. The President, the Treasurer and the Secretary shall be elected annually by the Board of Directors at its first meeting following theannual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting. 

3.Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person. 

4. Tenure. Exceptas otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him orher, or until his or her earlier death, resignation or removal. 

5. Resignation and Removal. Any officer may resign by deliveringhis or her written resignation to the corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time orupon the happening of some other event. 

Any officer may be removed at any time, with or without cause, by vote of a majority of the entirenumber of directors then in office. 

 

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Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall haveany right to any compensation as an officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless suchcompensation is expressly provided in a duly authorized written agreement with the corporation. 

6. Vacancies. The Board ofDirectors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall holdoffice for the unexpired term of his or her predecessor and until his or her successor is elected and qualified, or until his earlier death, resignation or removal. 

7. Chairman of the Board and Vice Chairman of the Board. The Board of Directors may appoint a Chairman of the Board and may designate the Chairman of the Board as Chief Executive Officer. If the Board ofDirectors appoints a Chairman of the Board, he or she shall perform such duties and possess such powers as are assigned to him or her by the Board of Directors. Unless otherwise provided by the Board of Directors, he or she shall preside at allmeetings of the stockholders, and if he or she is a director, at all meetings of the Board of Directors. If the Board of Directors appoints a Vice Chairman of the Board, he or she shall, in the absence or disability of the Chairman of the Board,perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in him or her by the Board of Directors. The person designated as the ChiefExecutive Officer of the Company shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the corporation. 

8. President. Unless the Board of Directors has designated the Chairman of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. ThePresident shall perform such other duties and shall have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. 

9. Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In the event of the absence,inability or refusal to act of the Chief Executive Officer, then, in the order determined by the Board of Directors, the President (if he or she is not the Chief Executive Officer) and the Vice President (or if there shall be more than one, the VicePresidents) shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Board of Directors may assign to any Vice Presidentthe title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors. 

10. Secretary andAssistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe, In addition, the Secretary shall perform such duties and havesuch powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders andthe Board of Directors and keep a record of the proceedings, to 

 

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maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and toaffix and attest to the same on documents. 

Any Assistant Secretary shall perform such duties and possess such powers as the Board ofDirectors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the AssistantSecretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. 

In theabsence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting. 

11. Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned tohim or her by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and beresponsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of suchfunds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation. 

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act ofthe Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer. 

12. Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from timeto time by the Board of Directors. 

ARTICLE IV - CAPITAL STOCK 

1. Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole orany part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred orotherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine. 

2. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number andclass of shares owned by him or her in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice Chairman, if any, of the Board of Directors, or the President or a Vice President, and theTreasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile. 

 

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Each certificate for shares of stock which are subject to any restriction on transfer pursuant to theCertificate of Incorporation, the By-Laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the fulltext of the restriction or a statement of the existence of such restriction. 

If the corporation shall be authorized to issue more than oneclass of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on theface or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferencesand relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

3. Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares ofstock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properlyexecuted, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-Laws, thecorporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer,pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws. 

4. Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms andconditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation orany transfer agent or registrar. 

5. Record Date. The Board of Directors may fix in advance a date as a record date for thedetermination of the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates. 

 

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If no record date is fixed, the record date for determining stockholders entitled to notice of or to voteat a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date fordetermining 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 to such purpose. 

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. 

ARTICLE V - GENERAL PROVISIONS

1. Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporationshall begin on the first day of April of each year and end on the last day of March in each year. 

2. Corporate Seal. The corporateseal shall be in such form as shall be approved by the Board of Directors. 

3. Waiver of Notice. Whenever notice is required to begiven by law, by the Certificate of Incorporation or by these By-Laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated insuch notice, 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 meetingto the transaction of any business because the meeting is not lawfully called or convened. 

4. Voting of Securities. Except as thedirectors may otherwise designate, the Chairman of the Board, the President or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power ofsubstitution) at any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation. 

5. Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representativeof the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action. 

6.Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the corporation, as amended and in effect from time totime. 

 

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7. Transactions with Interested Parties. No contract or transaction between the corporation andone or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financialinterest, 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 a committee of the Board of Directors which authorizes the contract ortransaction or solely because his or her or their votes are counted for such purpose, if: 

a. The material facts as to hisor her 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 or committee in good faith authorizes the contract or transaction by the affirmative votes ofa majority of the disinterested directors, even though the disinterested directors be less than a quorum; 

b. The materialfacts as to his or her 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 thestockholders; or 

c. The contract or transaction is fair as to the corporation as of the time it is authorized, approved orratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders. 

Common or interested directors may becounted 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. 

8. Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws. 

9. Pronouns. All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identityof the person or persons may require. 

ARTICLE VI - AMENDMENTS 

These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the Board of Directors or by the stockholders asprovided in the Certificate of Incorporation. 

Approved by Unanimous Action of the Board of Directors on 27 June 2001. 

 

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**AMENDMENT NO. 1**

**TO**

**SECOND AMENDED AND RESTATED BY-LAWS**

**OF**

**OPNET TECHNOLOGIES, INC.**

 
RESOLVED: That the Corporation’s Second Amended and Restated By-Laws be and hereby are amended by deleting Sections 2 and 3 of Article IV in their entirety and replacing those Sectionswith the following Sections 2 and 3: 
“2 Stock Certificates; Uncertificated Shares. The shares of the corporationshall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Every holder of stock of thecorporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered in certificate form. Each suchcertificate shall be signed in a manner that complies with Section 158 of the General Corporation Law of the State of Delaware. 

Eachcertificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-Laws, applicable securities laws or any agreement among any number of stockholders or among such holders and thecorporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction. 

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferencesand relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or backof each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock astatement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

Within a reasonable time after theissuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 202(a) or 218(a) of theGeneral Corporation Law of the State of Delaware or, with respect to Section 151 of General Corporation Law of the State of Delaware, a statement that the corporation will furnish without charge to each stockholder who so requests the powers,designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

3 Transfers. Shares of stock of the corporation shall be transferable in the manner prescribed bylaw and in these By-Laws. Transfers of shares of stock of the corporation shall be made only on the books of the corporation or by transfer agents designated to transfer shares of stock of the corporation. Subject to applicable law, shares of stockrepresented by certificates shall be transferred only on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment orpower of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporationor by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock,regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws.” 

Adopted by the Board of Directors on May 9, 2007