AMENDED AND RESTATEDBYLAWS

OF

SITIMECORPORATION

(aDelawarecorporation)

TABLEOFCONTENTS



Page

ARTICLE1Offices1

1.1

RegisteredOffice1

1.2

OtherOffices1

ARTICLE2MeetingofStockholders1

2.1

PlaceofMeeting1

2.2

AnnualMeeting1

2.3

SpecialMeetings3

2.4

NoticeofMeetings3

2.5

ListofStockholders3

2.6

OrganizationandConductofBusiness3

2.7

Quorum4

2.8

Adjournments4

2.9

VotingRights4

2.10

MajorityVote4

2.11

RecordDateforStockholderNoticeandVoting4

2.12

Proxies5

2.13

InspectorsofElection5

2.14

NoActionWithoutaMeeting5

ARTICLE3Directors5

3.1

Number,Election,TenureandQualifications5

3.2

DirectorNominations6

3.3

EnlargementandVacancies7

3.4

ResignationandRemoval7

3.5

Powers7

3.6

ChairmanoftheBoard8

3.7

PlaceofMeetings8

3.8

RegularMeetings8

3.9

SpecialMeetings8

3.10

Quorum,ActionatMeeting,Adjournments8

3.11

ActionWithoutMeeting8

3.12

TelephoneMeetings9

3.13

Committees9

3.14

FeesandCompensationofDirectors9

ARTICLE4Officers9

4.1

OfficersDesignated9

4.2

Election10

4.3

Tenure10

4.4

TheChiefExecutiveOfficer10

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TABLEOFCONTENTS



(continued)

Page

4.5

ThePresident10

4.6

TheVicePresident10

4.7

TheSecretary10

4.8

TheAssistantSecretary11

4.9

TheChiefFinancialOfficer11

4.10

TheTreasurerandAssistantTreasurers11

4.11

Bond11

4.12

DelegationofAuthority11

ARTICLE5Notices12

5.1

Delivery12

5.2

WaiverofNotice12

ARTICLE6IndemnificationandInsurance12

6.1IndemnificationofOfficersandDirectors

12

6.2IndemnificationofOthers

13

6.3AdvancePayment

13

6.4RightofIndemniteetoBringSuit

14

6.5Non-ExclusivityandSurvivalofRights;Amendments

14

6.6Insurance

14

6.7Reliance

15

6.8Severability

15

ARTICLE7CapitalStock15

7.1CertificatesforShares

15

7.2SignaturesonCertificates

15

7.3TransferofStock

16

7.4RegisteredStockholders

16

7.5Lost,StolenorDestroyedCertificates

16

ARTICLE8GeneralProvisions16

8.1Dividends

16

8.2Checks

16

8.3CorporateSeal

17

8.4ExecutionofCorporateContractsandInstruments

17

8.5RepresentationofSharesofOtherCorporations

17

ARTICLE9ForumforAdjudicationofDisputes17

9.1

ExclusiveForum;DelawareChanceryCourt17

9.2

ExclusiveForum;FederalDistrictCourts18

ARTICLE10Amendments18

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AMENDED AND RESTATEDBYLAWS

OF

SITIMECORPORATION

(aDelawarecorporation)

ARTICLE1

Offices

1.1

RegisteredOffice.TheregisteredofficeofSiTimeCorporationshallbesetforthinthecertificateofincorporationofthecorporation.

1.2OtherOffices.Thecorporationmayalsohaveofficesatsuchotherplaces,eitherwithinorwithouttheStateofDelaware,astheboardofdirectorsofthecorporation(the'BoardofDirectors')mayfromtimetotimedesignate,orthebusinessofthecorporationmayrequire.

ARTICLE2

MeetingofStockholders

2.1PlaceofMeeting.Meetingsofstockholdersmaybeheldatsuchplace,eitherwithinorwithouttheStateofDelaware,asmaybedesignatedbyor in the manner provided in these bylaws, or, if not so designated, at the principal executive offices of the corporation. The Board of Directors may, inits sole discretion,(a) determinethat a meetingof stockholdersshall notbe held atany place,or (b)permit participation bystockholders atsuchmeeting,bymeansofremotecommunicationasauthorizedbySection211(a)(2)oftheDelawareGeneralCorporationLaw(the'DGCL').

2.2

AnnualMeeting.

(a)Annual meetings of stockholders shall be held each year at such date and time as shall be designated from time to time by the Board ofDirectors and stated in the notice of the meeting. At each such annual meeting, the stockholders shall elect the number of directors equal to the numberof directors of the class whose term expires at such meeting (or, if fewer, the number of directors properly nominated and qualified for election) to holdoffice until the third succeeding annual meeting of stockholders after their election. The stockholders shall also transact such other business as mayproperlybebroughtbeforethemeeting.Exceptasotherwiserestrictedbythecertificateofincorporationofthecorporationorapplicablelaw,theBoardofDirectorsmaypostpone,rescheduleorcancelanyannualmeetingofstockholders.

(b)Tobeproperlybroughtbeforetheannualmeeting,businessmustbe(a)specifiedinthenoticeofmeeting(oranysupplementthereto)givenbyoratthedirectionoftheBoardofDirectors,(b)otherwiseproperlybroughtbeforethemeetingbyoratthedirectionoftheBoardofDirectors,or

(c)otherwise properly brought before the meeting by a stockholder of record. A motion related to business proposed to be brought before anystockholders' meeting may be made by any stockholder entitled to vote if the business proposed is otherwise proper to be brought before the meeting.However,anysuchstockholdermayproposebusinesstobebroughtbeforeameetingonlyifsuchstockholderhasgiventimelynoticetotheSecretaryofthe corporation in proper written form of the stockholder's intent to propose such business. To be timely, the stockholder's notice must be delivered by anationally recognized courier service or mailed by first class United States mail, postage or delivery charges prepaid, and received at the principalexecutive offices of the corporation addressed to the attention of the Secretary of the corporation not more than one hundred twenty (120) days nor lessthan ninety (90) days in advance of the anniversary of the date of the corporation's proxy statement provided in connection with the previous year'sannualmeetingofstockholders;provided,however,thatintheeventthatnoannualmeetingwasheldinthepreviousyearortheannualmeetingiscalledfor a date that is more than thirty (30) days before or after the anniversary date of the previous year's annual meeting, notice by the stockholder must bereceived by the Secretary of the corporation not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meetingand(y)thetenth(10th)dayfollowingthedayonwhichpublicannouncementofthedateofsuchmeetingisfirstmade.Forthepurposesofthesebylaws, 'public announcement' shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparablenational news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. In no event shall the publicannouncement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of astockholder's notice as described above. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring beforethe annual meeting: (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (includingthe text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, thelanguage of the proposed amendment), and the reasons for conducting such business at the annual meeting; (ii) the name and record address of thestockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class, series and number of sharesof the corporation that are owned beneficially and of record by the stockholder and such beneficial owner; (iv) any material interest of the stockholder insuch business; and (v) any other information that is required to be provided by the stockholder pursuant to Section 14 of the Securities Exchange Act of1934 and the rules and regulations promulgated thereunder (collectively, the '1934 Act') in such stockholder's capacity as a proponent of a stockholderproposal.

Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with theproceduressetforthinthisSection;provided,however,thatnothinginthisSectionshallbedeemedtoprecludediscussionbyanystockholderofanybusinessproperlybroughtbeforetheannualmeeting.

The Chairman of the Board (or such other person presiding at the meeting in accordance with these bylaws) shall, if the facts warrant, determineand declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section, and if he or sheshouldsodetermine,heorsheshallsodeclaretothemeetingandanysuchbusinessnotproperlybroughtbeforethemeetingshallnotbetransacted.

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2.3Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute orbythecertificateofincorporation,bytheSecretaryonlyattherequestoftheChairmanoftheBoard,theChiefExecutiveOfficerorbyaresolutiondulyadopted by the affirmative vote of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting.Business transacted at any special meeting shall be limited to the matters relating to the purpose or purposes stated in the notice of meeting. Except asotherwise restricted by the certificate of incorporation or applicable law, the Board of Directors may postpone, reschedule or cancel any special meetingofstockholders.

2.4Notice of Meetings. Except as otherwise provided by law, the certificate of incorporation or these bylaws, written notice of each meeting ofstockholders, annual or special, stating the place, if any, date and time of the meeting, the means of remote communications, if any, by whichstockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose orpurposesforwhichsuchspecialmeetingiscalled,shallbegiventoeachstockholderentitledtovoteatsuchmeetingnotlessthanten(10)normorethansixty(60)daysbeforethedateofthemeeting.

2.5

ListofStockholders.Theofficerinchargeofthestockledgerofthecorporationorthetransferagentshallprepareandmake,atleastten

(10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, andshowing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examinationof any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (a) on a reasonably accessibleelectronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinarybusinesshours,attheprincipalplaceofbusinessofthecorporation.Ifthemeetingistobeheldataplace,thenthelistshallalsobeproducedandkeptatthe time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be heldsolely by means of remote communication,then the list shall alsobe open to the examination ofany stockholder during the wholetime of the meetingonareasonablyaccessibleelectronicnetwork,andtheinformationrequiredtogainaccesstosuchlistshallbeprovidedwiththenoticeofthemeeting.

2.6Organization and Conduct of Business. The Chairman of the Board or, in his or her absence, the Chief Executive Officer or President of thecorporation or, in their absence, such person as the Board of Directors may have designated or, in the absence of such a person, such person as may bechosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of thestockholdersandactaschairmanofthemeeting.IntheabsenceoftheSecretaryofthecorporation,thesecretaryofthemeetingshallbesuchpersonasthechairmanofthemeetingappoints.

Thechairmanofanymeetingofstockholdersshalldeterminetheorderofbusinessandtheprocedureatthemeeting,includingsuchregulationofthemannerofvotingandtheconductofdiscussionasseemstohimorherinorder.

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2.7Quorum. Except where otherwise provided by law or the certificate of incorporation of the corporation or these bylaws, the holders of amajorityofthevotingpowerofthecapitalstockissuedandoutstandingandentitledtovote,presentinpersonorrepresentedbyproxy,shallconstituteaquorumforthetransactionofbusinessatallmeetingsofthestockholders.

2.8Adjournments. If a quorum is not present or represented at any meeting of stockholders, a majority of the stockholders present in person orrepresented by proxy at the meeting and entitled to vote, though less than a quorum, or by any officer entitled to preside at such meeting, shall beentitled to adjourn such meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present orrepresented. When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and timethereofareannouncedatthemeetingatwhichtheadjournmentistaken;provided,however,thatifthedateofanyadjournedmeetingismorethanthirty

(30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of theplace,ifany,date,timeandmeansofremotecommunications,ifany,oftheadjournedmeetingshallbegiveninconformityherewith.Atanyadjournedmeeting,anybusinessmaybetransactedthatmighthavebeentransactedattheoriginalmeeting.

2.9VotingRights.UnlessotherwiseprovidedintheDGCL,certificateofincorporationofthecorporation,eachstockholdershallateverymeetingof the stockholders be entitled to one vote for each share of the capital stock having voting power held by such stockholder. No holder of shares of thecorporation'scommonstockshallhavetherighttocumulativevotes.

2.10Majority Vote. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of amajorityofthevotingpowerofthecapitalstockandentitledtovotepresentinpersonorrepresentedbyproxyshalldecideanyquestionbroughtbeforesuch meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation of the corporation or ofthesebylaws,adifferentvoteisrequiredinwhichcasesuchexpressprovisionshallgovernandcontrolthedecisionofsuchquestion.

2.11Record Date for Stockholder Notice and Voting. For purposes of determining the stockholders entitled to notice of, or to vote at, any meetingof stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any right in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors mayfix,inadvance,arecorddate,whichshallnotbemorethansixty(60)daysnorlessthanten(10)daysbeforethedateofanysuchmeetingnormorethansixty (60) days before any other action to which the record date relates. A determination of stockholders of record entitled to notice of or to vote at ameetingofstockholdersshallapplytoanyadjournmentofthemeeting;provided,however,thattheBoardofDirectorsmayfixanewrecorddatefortheadjourned meeting. If the Board of Directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote ata meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, atthe close of business on the business day next preceding the day on which the meeting is held. The record date for determining stockholders for anyotherpurposeshallbeatthecloseofbusinessonthedayonwhichtheBoardofDirectorsadoptstheresolutionrelatingtosuchpurpose.

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2.12Proxies. Eachstockholder entitledtovote atameeting ofstockholdersmay authorizeanotherperson orpersonsto actforsuch stockholderby proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. All proxies mustbefiledwiththeSecretaryofthecorporationatthebeginningofeachmeetinginordertobecountedinanyvoteatthemeeting.Subjecttothelimitationset forth in the last clause of the first sentence of this Section 2.12, a duly executed proxy that does not state that it is irrevocable shall continue in fullforce and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation statingthattheproxyisrevokedorbyasubsequentproxyexecutedby,orattendanceatthemeetingandvotinginpersonby,thepersonexecutingtheproxy,or

(b)writtennoticeofthedeathorincapacityofthemakerofthatproxyisreceivedbythecorporationbeforethevotepursuanttothatproxyiscounted.

2.13Inspectors of Election. The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act atthemeetingandmakeawrittenreportthereof.Thecorporationmaydesignateoneormorepersonstoactasalternateinspectorstoreplaceanyinspectorwho fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or moreinspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to executethedutiesofinspectorwithstrictimpartialityandaccordingtothebestofhisorherability.

2.14NoActionWithoutaMeeting.Noactionshallbetakenbythestockholdersexceptatanannualorspecialmeetingofstockholderscalledandnoticedinthemannerrequiredbythesebylaws.Thestockholdersmaynotinanycircumstancetakeactionbywrittenconsent.

ARTICLE3

Directors

3.1Number,Election,TenureandQualifications.ThenumberofdirectorsthatshallconstitutetheentireBoardofDirectorsshallbefixedfromtime to time by resolution adopted by a majority of the directors of the corporation then in office. No decrease in the number of authorized directorsshallhavetheeffectofremovinganydirectorbeforethatdirector'stermofofficeexpires.

TheBoardofDirectorsshallbedividedintothreeclasses,eachclasstoserveforatermofthree(3)yearsandtobeasnearlyequalinnumberaspossible. Class I shall be comprised of directors who shall serve until the first annual meeting of stockholders following the effective date of thesebylaws. Class II shall be comprised of directors who shall serve until the second annual meeting of stockholders following the effective date of thesebylaws. Class III shall be comprised of directors who shall serve until the third annual meeting of stockholders following the effective date of thesebylaws. The Board of Directors is authorized, upon the initial effectiveness of the classification of the Board of Directors, to assign members of theBoardofDirectorsalreadyinofficeamongthevariousclassesasdeterminedbytheBoardofDirectors.

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3.2Director Nominations. At each annual meeting of the stockholders, directors shall be elected by a plurality vote and for that class of directorswhose terms are then expiring, except as otherwise provided in Section 3.2, and each director so elected shall hold office until such director's successoris duly elected and qualified or until such director's earlier resignation, removal, death or incapacity. However, if a majority of the votes cast for adirectoraremarked'against'or'withheld'inanuncontestedelection,thedirectorshallpromptlytenderhisorherirrevocableresignationfortheBoardof Directors' consideration. If such director's resignation is accepted by the Board of Directors, then the Board of Directors, in its sole discretion, mayfill the resulting vacancy in accordance with the provisions of Section 3.2 or may decrease the size of the Board of Directors in accordance with theprovisionsofSection3.1.

Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation,nominations of persons for election to the Board of Directors must be (a) made by or at the direction of the Board of Directors (or any duly authorizedcommittee thereof)or (b)made byany stockholderof recordof thecorporation entitledto votefor theelection ofdirectors atthe applicablemeetingwhocomplieswiththenoticeproceduressetforthinthisSection3.2.Directorsneednotbestockholders.Suchnominations,otherthanthosemadebyorat the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, astockholder's notice shall be delivered by a nationally recognized courier service or mailed by first class United States mail, postage or delivery chargesprepaid, and received at the principal executive offices of the corporation addressed to the attention of the Secretary of the corporation (i) in the case ofan annual meeting of stockholders, not more than one hundred twenty (120) days nor less than ninety (90) days in advance of the anniversary of the dateof the corporation's proxy statement provided in connection with the previous year's annual meeting of stockholders; provided, however, that in theevent that no annual meeting was held in the previous year or the annual meeting is called for a date more than thirty (30) days before or after theanniversary date of the previous year's annual meeting, notice by the stockholder must be received by the Secretary of the corporation not later than theclose of business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which publicannouncement of the date of such meeting is first made, and (ii) in the case of a special meeting of stockholders called for the purpose of electingdirectors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed orpublic disclosure of the date of the special meeting was made. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom thestockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) theprincipal occupation or employment of the person, (iii) the class, series and number of shares of capital stock of the corporation that are ownedbeneficially by the person, (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election ofdirectors pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder and (v) the nominee's written consent to serve, ifelected, and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class, series and number of shares ofcapitalstockofthe

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corporationthatareownedbeneficiallybythestockholder,and(iii)adescriptionofallarrangementsorunderstandingsbetweensuchstockholderandeach person the stockholder proposes for election or re-election as a director pursuant to which such proposed nomination is being made. Thecorporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine theeligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporationunlessnominatedinaccordancewiththeproceduressetforthherein.

Inconnectionwithanyannualmeetingofthestockholders(or,ifandasapplicable,anyspecialmeetingofthestockholders),theChairmanoftheBoard(orsuchotherpersonpresidingatsuchmeetinginaccordancewiththesebylaws)shall,ifthefactswarrant,determineanddeclaretothemeetingthat a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to themeetingandthedefectivenominationshallbedisregarded.

3.3Enlargement and Vacancies. Except as otherwise provided by the certificate of incorporation, subject to the rights of the holders of any seriesofpreferredstockthenoutstanding,newlycreateddirectorshipsresultingfromanyincreaseintheauthorizednumberofdirectorsoranyvacanciesintheBoard of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by a majorityvote of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then an election ofdirectors may be held in the manner provided by statute. Directors chosen pursuant to any of the foregoing provisions shall hold office until the nextannual election at which the term of the class to which he or she has been elected expires and until such director's successor is duly elected and qualifiedor until such director's earlier resignation or removal. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwiseprovided by law, or by the certificate of incorporation or the bylaws of the corporation, may exercise the powers of the full board until the vacancy isfilled.

3.4Resignation and Removal. Any director may resign at any time upon written notice to the corporation at its principal place of businessaddressed to the attention of the Chief Executive Officer, the Secretary, the Chairman of the Board or the Chair of the Nominating and CorporateGovernance Committee of the Board of Directors, who shall in turn notify the full Board of Directors (although failure to provide such notification tothefullBoardofDirectorsshallnotimpacttheeffectivenessofsuchresignation).Suchresignationshallbeeffectiveuponreceiptofsuchnoticebyoneof the individuals designated above unless the notice specifies such resignation to be effective at some other time or upon the happening of some otherevent. Any director or the entire Board of Directors may be removed, but only for cause, by the holders of a majority of the votingpowerofthecapitalstockissuedandoutstandingthenentitledtovoteatanelectionofdirectors.

3.5Powers. The business of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all suchpowersofthecorporationanddoallsuchlawfulactsandthingsasarenotbystatuteorbythecertificateofincorporationofthecorporationorbythesebylawsdirectedorrequiredtobeexercisedordonebythestockholders.

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3.6Chairman of the Board. The directors shall elect a Chairman of the Board and may elect a Vice Chair of the Board, each to hold such officeuntil their successor is elected and qualified or until their earlier resignation or removal. In the absence or disability of the Chairman of the Board, theVice Chair of the Board, if one has been elected, or another director designated by the Board of Directors, shall perform the duties and exercise thepowersoftheChairmanoftheBoard.TheChairmanoftheBoardofthecorporationshallifpresentpresideatallmeetingsofthestockholdersandtheBoard of Directors and shall have such other duties as may be vested in the Chairman of the Board by the Board of Directors. The Vice Chair of theBoardofthecorporationshallhavesuchdutiesasmaybevestedintheViceChairoftheBoardbytheBoardofDirectors.

3.7

PlaceofMeetings.TheBoardofDirectorsmayholdmeetings,bothregularandspecial,eitherwithinorwithouttheStateofDelaware.

3.8RegularMeetings.RegularmeetingsoftheBoardofDirectorsmaybeheldwithoutnoticeatsuchtimeandplaceasmaybedeterminedfromtime to time by the Board of Directors; provided, however, that any director who is absent when such a determination is made shall be given promptnoticeofsuchdetermination.

3.9Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, or bythe written request of a majority of the directors then in office. Notice of the time and place, if any, of special meetings shall be delivered personally orbytelephonetoeachdirector,orsentbyfirst-classmailorcommercialdeliveryservice,facsimiletransmission,orbyelectronicmailorotherelectronicmeans, charges prepaid, sent to such director's business or home address as they appear upon the records of the corporation. In case such notice ismailed, it shall be deposited in the United States mail at least three (3) days prior to the time of holding of the meeting. In case such notice is deliveredpersonally or by telephone or by commercial delivery service, facsimile transmission, or electronic mail or other electronic means, it shall be sodelivered at least twenty-four (24) hours prior to the time of the holding of the meeting. A notice or waiver of notice of a meeting of the Board ofDirectorsneednotspecifythepurposesofthemeeting.

3.10Quorum,ActionatMeeting,Adjournments.AtallmeetingsoftheBoardofDirectors,amajorityofdirectorstheninoffice,shallconstituteaquorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of theBoard of Directors, except as may be otherwise specifically provided by law, as it presently exists or may hereafter be amended, or by the bylaws of thecorporation. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn themeetingfromtimetotime,withoutnoticeotherthanannouncementatthemeeting,untilaquorumshallbepresent.

3.11Action Without Meeting. Unless otherwise restricted by the certificate of incorporation of the corporation or these bylaws, any actionrequiredorpermittedtobetakenatanymeetingoftheBoardofDirectorsorofanycommitteethereofmaybetakenwithoutameeting,ifallmembersof the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings orelectronictransmissionortransmissionsarefiledwiththeminutesofproceedingsoftheBoardofDirectorsorcommittee.

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3.12Telephone Meetings. Unless otherwise restricted by the certificate of incorporation of the corporation or these bylaws, any member of theBoardofDirectorsoranycommitteethereofmayparticipateinameetingoftheBoardofDirectorsorofanycommittee,asthecasemaybe,bymeansof conference telephone or by any form of communications equipment by means of which all persons participating in the meeting can hear each other,andsuchparticipationinameetingshallconstitutepresenceinpersonatthemeeting.

3.13Committees. The Board of Directors may, by resolution, designate one or more committees, each committee to consist of one or more of thedirectors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace anyabsentordisqualifiedmemberatanymeetingofthecommittee.Intheabsenceordisqualificationofamemberofacommittee,thememberormemberspresent at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to theextent provided in the resolution of the Board of Directors, shall have and may exercise all of the lawfully delegated powers and authority of the Boardof 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 paperswhich may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted bythe Board of Directors. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board ofDirectors may request or the charter of such committee may then require. Except as the Board of Directors may otherwise determine, any committeemay 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 nearlyaspossibleinthesamemannerasisprovidedinthesebylawsfortheconductofitsbusinessbytheBoardofDirectors.

3.14

FeesandCompensationofDirectors.TheBoardofDirectorsshallhavetheauthoritytofixthecompensationofdirectors.

ARTICLE4

Officers

4.1Officers Designated. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, aPresident,aSecretaryandaChiefFinancialOfficer.TheBoardofDirectorsmayalsochooseaTreasurer,oneormoreVicePresidents,andoneormoreassistant Secretaries or assistant Treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation of thecorporationorthesebylawsotherwiseprovide.

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4.2Election. The Board of Directors shall choose a Chief Executive Officer, a President, a Secretary and a Chief Financial Officer. Other officersmaybeappointedbytheBoardofDirectorsormaybeappointedbytheChiefExecutiveOfficerpursuanttoadelegationofauthorityfromtheBoardofDirectors.

4.3Tenure. Each officer of the corporation shall hold office until such officer's successor is appointed and qualified, unless a different term isspecified in the vote choosing or appointing such officer, or until such officer's earlier death, resignation, removal or incapacity. Any officer appointedby the Board of Directors or by the Chief Executive Officer may be removed with or without cause at any time by the affirmative vote of a majority ofthe Board of Directors or a committee duly authorized to do so. Any vacancy occurring in any office of the corporation may be filled by the Board ofDirectors, at its discretion. Any officer may resign by delivering such officer's written resignation to the corporation at its principal place of business totheattentionoftheChiefExecutiveOfficerortheSecretary.Suchresignationshallbeeffectiveuponreceiptunlessitisspecifiedtobeeffectiveatsomeothertimeoruponthehappeningofsomeotherevent.

4.4The Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of theBoard, in the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings ofthe Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of theBoard of Directors are carried into effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of thecorporation,exceptwhererequiredorpermittedbylawtobeotherwisesignedandexecutedandexceptwherethesigningandexecutionthereofshallbeexpresslydelegatedbytheBoardofDirectorstosomeotherofficeroragentofthecorporation.

4.5ThePresident.ThePresidentshall,intheeventthereisnoChiefExecutiveOfficerorintheabsenceoftheChiefExecutiveOfficerorintheevent of his or her disability, perform the duties of the Chief Executive Officer, and when so acting, shall have the powers of and be subject to all therestrictions upon the Chief Executive Officer. The President shall perform such other duties and have such other powers as may from time to time beprescribedforsuchpersonbytheBoardofDirectors,theChiefExecutiveOfficerorthesebylaws.

4.6The Vice President. The Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated by thedirectors,orintheabsenceofanydesignation,intheorderoftheirelection),shall,intheabsenceofthePresidentorintheeventofhisorherdisabilityor refusal to act, perform the duties of the President, and when so acting, shall have the powers of and be subject to all the restrictions upon thePresident. The Vice President(s) shall perform such other duties and have such other powers as may from time to time be prescribed for them by theBoardofDirectors,theChiefExecutiveOfficer,thePresidentorthesebylaws.

4.7TheSecretary.TheSecretaryshallattendallmeetingsoftheBoardofDirectorsandthestockholdersandrecordallvotesandtheproceedingsofthemeetingsinabooktobekeptforthatpurposeandshallperformlikedutiesforthestandingcommittees,whenrequired.TheSecretaryshallgive,or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as mayfromtimetotimebeprescribedbytheBoardofDirectors,theChairmanoftheBoardortheChiefExecutive

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Officer, under whose supervision he or she shall act. The Secretary shall sign such instruments on behalf of the corporation as the Secretary may beauthorizedtosignbytheBoardofDirectorsorbylawandshallcountersign,attestandaffixthecorporatesealtoallcertificatesandinstrumentswheresuch countersigning or such sealing and attesting are necessary to their true and proper execution. The Secretary shall keep, or cause to be kept, at theprincipal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a shareregister, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, thenumberanddateofcertificatesissuedforthesameandthenumberanddateofcancellationofeverycertificatesurrenderedforcancellation.

4.8The Assistant Secretary. The Assistant Secretary, or if there be more than one, any Assistant Secretaries in the order designated by the Boardof Directors (or in the absence of any designation, in the order of their election) shall assist the Secretary in the performance of his or her duties and, inthe absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shallperformsuchotherdutiesandhavesuchotherpowersasmayfromtimetotimebeprescribedbytheBoardofDirectors.

4.9TheChiefFinancialOfficer.TheChiefFinancialOfficershallbetheprincipalfinancialofficerinchargeofthegeneralaccountingbooks,accounting and cost records and forms. The Chief Financial Officer may also serve as the principal accounting officer and shall perform such otherdutiesandhaveotherpowersasmayfromtimetotimebeprescribedbytheBoardofDirectorsortheChiefExecutiveOfficer.

4.10TheTreasurerandAssistantTreasurers.TheTreasurer(ifoneisappointed)shallhavesuchdutiesasmaybespecifiedbytheChiefFinancialOfficer to assist the Chief Financial Officer in the performance of his or her duties and to perform such other duties and have other powers as may fromtime to time be prescribed by the Board of Directors or the Chief Executive Officer. It shall be the duty of any Assistant Treasurers to assist theTreasurer in the performance of his or her duties and to perform such other duties and have other powers as may from time to time be prescribed by theBoardofDirectorsortheChiefExecutiveOfficer.

4.11Bond. If required by the Board of Directors, any officer shall give the corporation a bond in such sum and with such surety or sureties anduponsuchtermsandconditionsasshallbesatisfactorytotheBoardofDirectors,includingwithoutlimitationabondforthefaithfulperformanceoftheduties of such officer's office and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind insuchofficer'spossessionorundersuchofficer'scontrolandbelongingtothecorporation.

4.12DelegationofAuthority.TheBoardofDirectorsmayfromtimetotimedelegatethepowersordutiesofanyofficertoanyotherofficersoragents,notwithstandinganyprovisionhereof.

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ARTICLE5

Notices

5.1Delivery. Whenever, under the provisions of law, or of the certificate of incorporation of the corporation or these bylaws, written notice isrequiredtobegiventoanydirectororstockholder,suchnoticemaybegivenbymail,addressedtosuchdirectororstockholder,atsuchperson'saddressas it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the sameshall be deposited in the United States mail or delivered to a nationally recognized courier service. Unless written notice by mail is required by law,written notice may alsobe given by commercialdelivery service, facsimiletransmission, electronic means orsimilar means addressedto such directoror stockholder at such person's address as it appears on the records of the corporation, in which case such notice shall be deemed to be given whendelivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the personsending such notice and not by the addressee. Oral notice or other in-hand delivery, in person or by telephone, shall be deemed given at the time it isactuallygiven.

5.2Waiver of Notice. Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation of thecorporation or of these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled tonotice,whetherbeforeorafterthetimestatedtherein,shallbedeemedequivalenttonotice.Attendanceofapersonatameetingshallconstituteawaiverof notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or anywaiverbyelectronictransmissionunlesssorequiredbythecertificateofincorporationorthesebylaws.

ARTICLE6

IndemnificationandInsurance

6.1Indemnification of Officers and Directors. Each person who was or is made a party or is threatened to be made a party to or is involved(including,withoutlimitation,asawitness)inanyactualorthreatenedaction,suitorproceeding,whethercivil,criminal,administrativeorinvestigative(hereinafter a 'proceeding'), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officerof the corporation (or any predecessor), or is or was serving at the request of the corporation (or any predecessor) as a director, officer, employee oragent of another corporation or of a partnership, limited liability company, joint venture, trust, employee benefit plan sponsored or maintained by thecorporation, or other enterprise (or any predecessors of such entities) (hereinafter an 'Indemnitee'), shall be indemnified and held harmless by thecorporationtothefullestextentauthorizedbytheDGCL,asthesameexistsormayhereafterbeamended,including,butnotlimitedto,Section102(b)

(7) of the DGCL (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broaderindemnificationrightsthansaidlawpermittedthecorporationtoprovidepriortosuchamendment),orbyotherapplicablelawasthenineffect,againstallexpense,liabilityandloss(includingattorneys'feesandrelateddisbursements,judgments,fines,excisetaxesorpenaltiesundertheEmployee

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RetirementIncomeSecurityActof1974,asamendedfromtimetotime,penaltiesandamountspaidortobepaidinsettlement)actuallyandreasonablyincurred or suffered by such Indemnitee in connection therewith. Each person who is or was serving as a director, officer, employee or agent of asubsidiary of the corporation shall be deemed to be serving, or have served, at the request of the corporation. The right to indemnification conferred inthisSection6.1shallbeacontractright.

Any indemnification (but not advancement of expenses) under this Article 6 (unless ordered by a court) shall be made by the corporation only asauthorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she hasmettheapplicablestandardofconductsetforthintheDGCL,asthesameexistsorhereaftermaybeamended(but,inthecaseofanysuchamendment,only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation toprovide prior to such amendment). Such determination shall be made with respect to a person who is a director or officer at the time of suchdetermination (a) by a majority vote of the directors who are not or were not parties to the proceeding in respect of which indemnification is beingsought by Indemnitee (the 'Disinterested Directors'), even though less than a quorum, (b) by a committee of Disinterested Directors designated by amajority vote of the Disinterested Directors, even though less than a quorum, (c) if there are no such Disinterested Directors, or if the DisinterestedDirectorssodirect,byindependentlegalcounselinawrittenopiniontotheBoardofDirectors,acopyofwhichshallbedeliveredtoIndemnitee,or

(d)bythestockholders.

6.2Indemnification of Others. This Article 6 does not limit the right of the corporation, to the extent and in the manner permitted by law, toindemnifyandtoadvanceexpensestopersonsotherthanthosepersonsidentifiedinSection6.1whenandasauthorizedbytheBoardorbytheactionofa committee of the Board or designated officers of the corporation established by or designated in resolutions approved by the Board; provided,however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receiptby the corporation of a written undertaking by such person to repay all amounts so advanced if it shall ultimately be determined that such person is notentitledtobeindemnifiedunderthisArticle6orotherwise.

6.3Advance Payment. The right to indemnification under this Article 6 shall include the right to be paid by the corporation the expenses incurredindefendinganysuchproceedinginadvanceofitsfinaldisposition,suchadvancestobepaidbythecorporationwithinthirty(30)daysafterthereceiptby the corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if theDGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any othercapacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefitplan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of suchdirector or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnifiedunderSection6.1orotherwise.

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Notwithstanding the foregoing, unless such right is acquired other than pursuant to this Article 6, no advance shall be made by the corporation toanofficerofthecorporation(exceptbyreasonofthefactthatsuchofficerisorwasadirectorofthecorporation,inwhicheventthisparagraphshallnotapply)inanyaction,suitorproceeding,whethercivil,criminal,administrativeorinvestigative,ifadeterminationisreasonablyandpromptlymade

(a) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum, or (b) by a committee of DisinterestedDirectorsdesignatedbymajorityvoteoftheDisinterestedDirectors,eventhoughlessthanaquorum,or(c)iftherearenoDisinterestedDirectorsortheDisinterested Directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to theclaimant, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that suchpersonactedinbadfaithorinamannerthatsuchpersondidnotbelievetobeinornotopposedtothebestinterestsofthecorporation.

6.4Right of Indemnitee to Bring Suit. If a claim for indemnification (following final disposition of such proceeding) or advancement of expensesunder this Article 6 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in thecaseofaclaimforanadvancementofexpenses,inwhichcasetheapplicableperiodshallbetwenty(20)days,theIndemniteemayatanytimethereafterbring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by thecorporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expenseofprosecutingordefendingsuchsuittothefullestextentpermittedbylaw.InanysuitbroughtbytheIndemniteetoenforcearighttoindemnificationorto an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, theburden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be onthecorporation.

6.5Non-Exclusivity and Survival of Rights; Amendments. The right to indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this Article 6 shall not be deemed exclusive of any other right which any person may have orhereafter acquire under any statute, provision of the certificate of incorporation of the corporation, bylaws, agreement, vote of stockholders orDisinterestedDirectorsorotherwise,andshallcontinueastoapersonwhohasceasedtobeadirector,officer,employeeoragentofthecorporationandshall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal or modification of the provisions of this Article 6 shallnot in any way diminish or adversely affect the rights of any director, officer, employee or agent of the corporation hereunder in respect of anyoccurrenceormatterarisingpriortoanysuchrepealormodification.

6.6Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of anothercorporation,partnership,jointventure,trust,employeebenefitplanorotherenterpriseagainstanyexpense,liabilityorlossassertedagainstsuchpersonandincurredbysuchpersoninanysuchcapacity,orarisingoutofsuchperson'sstatusassuch,whetherornotthecorporationwouldhavethepowertoindemnifysuchpersonagainstsuchexpenses,liabilityorlossundertheDGCL.

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6.7Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the corporation shall beconclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article 6 in entering into orcontinuingsuchservice.TherightstoindemnificationandtotheadvanceofexpensesconferredinthisArticle6shallapplytoclaimsmadeagainstanIndemniteearisingoutofactsoromissionsthatoccurredoroccurbothpriorandsubsequenttotheadoptionhereof.

6.8Severability. If any word, clause, provision or provisions of this Article 6 shall be held to be invalid, illegal or unenforceable for any reasonwhatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article 6 (including, without limitation, each portion of anysectionorparagraphofthisArticle6containinganysuchprovisionheldtobeinvalid,illegalorunenforceable,thatisnotitselfheldtobeinvalid,illegalor unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article 6 (including,without limitation, each such portion of any section or paragraph of this Article 6 containing any such provision held to be invalid, illegal orunenforceable)shallbeconstruedsoastogiveeffecttotheintentmanifestedbytheprovisionheldinvalid,illegalorunenforceable.

ARTICLE7

CapitalStock

7.1Certificates for Shares. The shares of the corporation shall be (i) represented by certificates or (ii) uncertificated and evidenced by a book-entry system maintained by or through the corporation's transfer agent or registrar. Certificates shall be signed by, or in the name of the corporation by,the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and by the Chief Financial Officer, the Treasurer or anAssistantTreasurer,ortheSecretaryoranAssistantSecretaryofthecorporation.Certificatesmaybeissuedforpartlypaidsharesandinsuchcaseuponthe face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and theamountpaidthereonshallbespecified.

Withinareasonabletimeaftertheissuanceortransferofuncertificatedstock,thecorporationshallsendorcausetobesenttotheregisteredownerthereof a written notice containing the information required by the DGCL or a statement that the corporation will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock orseriesthereofandthequalifications,limitationsorrestrictionsofsuchpreferencesand/orrights.

7.2SignaturesonCertificates.Anyorallofthesignaturesonacertificatemaybeafacsimile.Incaseanyofficer,transferagentorregistrarwhohas signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before suchcertificateisissued,itmaybeissuedbythecorporationwiththesameeffectasifheweresuchofficer,transferagentorregistraratthedateofissue.

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7.3Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate of shares duly endorsed oraccompanied by proper evidence of succession, assignation or authority to transfer, and proper evidence of compliance of other conditions to rightfultransfer,itshallbethedutyofthecorporationtoissueanewcertificatetothepersonentitledthereto,canceltheoldcertificateandrecordthetransactionupon itsbooks. Uponreceipt ofproper transferinstructions andproper evidenceofcompliance ofother conditionsto rightfultransfer fromtheregistered owner ofuncertificated shares,such uncertificatedshares shallbe canceledand issuance ofnew equivalentuncertificated sharesorcertificatedsharesshallbemadetothepersonentitledtheretoandthetransactionshallberecordeduponthebooksofthecorporation.

7.4Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner ofshares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner ofshares,andshallnotbeboundtorecognizeanyequitableorotherclaimtoorinterestinsuchshareorsharesonthepartofanyotherperson,whetherornotitshallhaveexpressorothernoticethereof,exceptasotherwiseprovidedbythelawsofDelaware.

7.5Lost, Stolen or Destroyed Certificates. The corporation may direct that a new certificate or certificates be issued to replace any certificate orcertificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed and on such terms and conditions as the corporation may require. When authorizing theissue of a new certificate or certificates, the corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner ofthe lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require, toindemnifythecorporationinsuchmannerasitmayrequire,and/ortogivethecorporationabondorotheradequatesecurityinsuchsumasitmaydirectasindemnityagainstanyclaimthatmaybemadeagainstthecorporationwithrespecttothecertificateallegedtohavebeenlost,stolenordestroyed.

ARTICLE8

GeneralProvisions

8.1Dividends. Dividends upon the capital stock of the corporation, subject to any restrictions contained in the DGCL or the provisions of thecertificate of incorporation of the corporation, if any, may be declared by the Board of Directors at any regular or special meeting or by unanimouswrittenconsent.Dividendsmaybepaidincash,inpropertyorinsharesofcapitalstock,subjecttotheprovisionsofthecertificateofincorporationofthecorporation.

8.2Checks.AllchecksordemandsformoneyandnotesofthecorporationshallbesignedbysuchofficerorofficersorsuchotherpersonorpersonsastheBoardofDirectorsmayfromtimetotimedesignate.

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8.3CorporateSeal.TheBoardofDirectorsmay,byresolution,adoptacorporateseal.Thecorporatesealshallhaveinscribedthereonthenameofthe corporation, the year of its organization and the word 'Delaware.' The seal may be used by causing it or a facsimile thereof to be impressed oraffixedorotherwisereproduced.ThesealmaybealteredfromtimetotimebytheBoardofDirectors.

8.4Execution of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these bylaws, may authorize anyofficerorofficers,oragentoragents,toenterintoanycontractorexecuteanyinstrumentinthenameofandonbehalfofthecorporation;suchauthoritymay be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, noofficer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render itliableforanypurposeorforanyamount.

8.5Representation of Shares of Other Corporations. The Chief Executive Officer, the President or any Vice President, the Chief Financial OfficerortheTreasureroranyAssistantTreasurer,ortheSecretaryoranyAssistantSecretaryofthecorporationisauthorizedtovote,representandexerciseonbehalf of the corporation all rights incident to any and all shares of any corporation or corporations or similar ownership interests of other businessentities standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and allshares or similar ownership interests held by the corporation in any other corporation or corporations or other business entities may be exercised eitherbysuchofficersinpersonorbyanyotherpersonauthorizedsotodobyproxyorpowerofattorneydulyexecutedbysaidofficers.

ARTICLE9

Forum forAdjudication ofDisputes

9.1Exclusive Forum; Delaware Chancery Court. To the fullest extent permitted by law, and unless the corporation consents in writing to theselection of an alternative forum, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal orstate court situated in the State of Delaware), shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name orright of the corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee oragent of the corporation to the corporation or the corporation's stockholders, (c) any action arising or asserting a claim arising pursuant to any provisionof the DGCL or any provision of the certificate of incorporation or these bylaws or (d) any action asserting a claim governed by the internal affairsdoctrine,including,withoutlimitation,anyactiontointerpret,apply,enforceordeterminethevalidityofthecertificateofincorporationorthesebylaws.Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to havenoticeofandconsentedtotheprovisionsofthisSection9.1.

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9.2Exclusive Forum; Federal District Courts. Unless the corporation consents in writing to the selection of an alternative forum, the federaldistrict courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action against the corporation orany director, officer, other employee or agent of the corporation and arising under the Securities Act of 1933, as amended. Any person or entitypurchasingorotherwiseacquiringorholdinganyinterestinsharesofcapitalstockofthecorporationshallbedeemedtohavenoticeofandconsentedtotheprovisionsofthisSection9.2.

ARTICLE10

Amendments

Subject to the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of thecorporation,withoutanyactiononthepartofthestockholders,bythevoteofatleastamajorityofthedirectorsofthecorporationtheninoffice.Inaddition to any vote of the holders of any class or series of stock of the corporation required by the DGCL or the certificate of incorporation of thecorporation, the bylaws may also be adopted, amended or repealed by the affirmative vote of the holders of at least sixty-six and two-thirds percent(66-2/3%)ofthevotingpowerofthesharesofthecapitalstockofthecorporationentitledtovoteintheelectionofdirectors,votingasoneclass.

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