Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
UNITED ONLINE, Inc.
(the “Corporation”)
ARTICLE I
Stockholders
Section 1.1. Annual Meetings.
An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without
the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may
be designated by the Board of Directors (the “Board”) from time to time. Any other proper business may be transacted
at the annual meeting.
Section 1.2. Special Meetings.
Special meetings of stockholders may be called at any time by the Chairperson of the Board of Directors, if any, the Vice Chairperson
of the Board, if any, the President or the Board, to be held at such date, time and place either within or without the State of
Delaware, or may not be held at any place, but may instead be held by means of remote communication, as may be stated in the notice
of the meeting.
Section 1.3. Notice of Meetings.
Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, if any, date and hour of the meeting, 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 record date for determining the stockholders
entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice
of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled
to notice of the meeting. If mailed, such notice shall be deemed to be 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 the Corporation. In addition,
if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication,
or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which
the stockholder has consented to receive notice. If such notice is transmitted by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such
posting, and (ii) the giving of such separate notice. If such notice is transmitted by any other form of electronic transmission,
such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders
of record who share an address if notice is given in accordance with the “householding” rules set forth in the rules
of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section
233 of the Delaware General Corporation Law. For purposes of these by-laws, “electronic transmission” means any form
of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved
and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process.
Section 1.4. Adjournments.
Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications,
if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 1.5. Quorum.
At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the
holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented
by proxy, shall constitute a quorum. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter,
either (i) the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time
to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present or represented,
or (ii) the Chairperson of the meeting may on his or her own motion adjourn the meeting from time to time in the manner provided
by Section 1.4 of these by-laws until a quorum of such class shall be so present and represented without the approval of the stockholders
who are present in person or represented by proxy and entitled to vote, without notice other than announcement at the meeting.
Shares of its own capital stock belonging on the record date for determining stockholders entitled to vote at the meeting to the
Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization.
Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors, if any, or in the absence of the
Chairperson of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by
the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairperson
designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary, or in the
absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and
any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 1.7. Voting; Proxies.
Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such stockholder by 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. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an
irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest
in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary
of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless
the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented
by proxy at such meeting shall so determine. Directors shall be elected by a plurality of the votes of the shares present in person
or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise
provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the
shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the
shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes,
except as otherwise provided by law or by the certificate of incorporation or these by-laws. For purposes of this Section 1.7,
votes cast “for” or “against” and “abstentions” with respect to such matter shall be counted
as shares of stock of the Corporation entitled to vote on such matter, while “broker non-votes” (or other shares of
stock of the Corporation similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter.
Section 1.8. Fixing Date
for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice
of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not
be more than sixty nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be
the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes
such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no
record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the meeting is held. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting,
and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier
date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section
1.8 at the adjourned meeting.
In order that the Corporation may determine
the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and
which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board.
If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall
be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior
action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior
action.
In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto.
Section 1.9. List of Stockholders
Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders
entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of
the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing in this Section shall require the Corporation to include electronic
mail addresses or other electronic content information on such list. Such list shall be open to the examination of any stockholder
for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines
to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information
is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled
to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be
examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list
shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic
network, and the information required to access such list shall be provided with the notice of the meeting.
Section 1.10. Consent of
Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation or by law, any action required
by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the
State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business,
or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.
Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in
the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action
are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered
mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
A telegram, cablegram or other electronic
transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons
authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Section 1.10, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with
information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted
by the stockholder, member or proxyholder or by a person or persons authorized to act for the stockholder, member or proxyholder
and (b) the date on which such stockholder, member or proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed
to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall
be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to
the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return
receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders or members are recorded. Notwithstanding the foregoing limitations on delivery,
consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business
of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of
stockholders or members are recorded if, to the extent and in the manner provided by resolution of the Board of Directors, these
by-laws or certificate of incorporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted
or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date
for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action
were delivered to the Corporation as provided in this Section 1.10.
ARTICLE II
Board of Directors
Section 2.1. Powers; Number;
Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors,
except as may be otherwise provided by law or in the certificate of incorporation. The Board shall consist of one or more members,
each of whom shall be a natural person, the number thereof to be determined from time to time by the Board. Directors need not
be stockholders.
Section 2.2. Election; Term
of Office; Resignation; Removal; Vacancies. Each director shall hold office until his or her successor is elected and qualified
or until his or her earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic
transmission to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect
at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening
of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.
Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies
and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders
having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office,
although less than a quorum, or by the sole remaining director. Any director elected or appointed to fill a vacancy shall hold
office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her
earlier resignation or removal.
Section 2.3. Regular Meetings.
Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times
as the Board may from time to time determine, and if so determined notice thereof need not be given.
Section 2.4. Special Meetings.
Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called
by the Chairperson of the Board, if any, by the Vice Chairperson of the Board, if any, by the President or by any two directors.
Reasonable notice thereof shall be given by the person or persons calling the meeting.
Section 2.5. Participation
in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the certificate of incorporation or these by-laws,
members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such
committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence
in person at such meeting.
Section 2.6. Quorum; Vote
Required for Action. At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be
the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case
at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to
time until a quorum shall be present.
Section 2.7. Organization.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in the absence of the Chairperson
of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by the President,
or in their absence by a chairperson chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary,
shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairperson of the meeting
may appoint any person to act as secretary of the meeting.
Section 2.8. Action by Directors
Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.
Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
Section 2.9. Compensation of Directors.
Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall have the authority
to fix the compensation of directors.
ARTICLE III
Committees
Section 3.1. Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board 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 or in these by-laws, shall have and may exercise all the powers and authority
of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal
of directors) expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these
by-laws or (iii) indemnifying directors.
Section 3.2. Committee Rules.
Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for
the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary,
a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business,
the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act
of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its
business pursuant to Article II of these by-laws.
ARTICLE IV
Officers
Section 4.1. Officers; Election.
As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and
a Secretary, and it may, if it so determines, elect from among its members a Chairperson of the Board and a Vice Chairperson of
the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries,
a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may
give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by
the same person unless the certificate of incorporation or these by-laws otherwise provide.
Section 4.2. Term of Office;
Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer,
each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Any officer may resign at any time upon written notice or electronic transmission to the Board or to the President or the Secretary
of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective
date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance
of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election
of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, may be filled by the Board at any regular or special meeting.
Section 4.3. Powers and Duties.
The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these
by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record
the proceedings of the meetings of the stockholders, the Board and any committees in a book to be kept for that purpose. The Board
may require any officer, agent or employee to give security for the faithful performance of his or her duties.
ARTICLE V
Stock
Section 5.1. Stock Certificates
and Uncertificated Shares. The shares of stock in the Corporation shall 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 the Corporation’s
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued
until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairperson or Vice Chairperson of the Board, if any, or
the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. If such certificate
is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date
of issue. The Corporation may not issue stock certificates in bearer form.
Except as otherwise expressly provided
by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical.
Section 5.2. Lost, Stolen
or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation
may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation
a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate or uncertificated shares.
ARTICLE VI
Miscellaneous
Section 6.1. Fiscal Year.
The fiscal year of the Corporation shall be determined by the Board of Directors.
Section 6.2. Seal. The
Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form
as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.
Section 6.3. Waiver of Notice
of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision
of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, or a waiver
by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent
to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice
or any waiver by electronic transmission unless so required by the certificate of incorporation or these by-laws.
Section 6.4. Indemnification
of Directors, Officers, and Employees. Except as provided in this by-law, the Corporation shall indemnify Indemnitee to the
full extent permitted by Delaware law. Expenses reasonably incurred by Indemnitee in defending any action, suit, or proceeding,
as described in this by-law, shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of Indemnitee
to repay such Expenses if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.
Indemnitee’s obligation to reimburse the Corporation shall be unsecured and no interest shall be charged thereon. No claim
for indemnification shall be paid by the Corporation unless the Corporation has determined that Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Unless ordered by
a court, such determinations shall be made by (1) a majority vote of the directors who are not parties to the action, suit or proceeding
for which indemnification is sought, even though less than a quorum, or (2) by a committee of such directors designated by a majority
vote of directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by stockholders.
Indemnitee shall promptly notify the Corporation
in writing upon the sooner of (a) becoming aware of an action, suit or proceeding where indemnification or the advance payment
or reimbursement of Expenses may be sought or (b) being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any matter which may be subject to indemnification or the advance payment or reimbursement of Expenses
covered hereunder. The failure of Indemnitee to so notify the Corporation shall not relieve the Corporation of any obligation which
it may have to Indemnitee pursuant to this by law.
For the purposes of this by-law, the term
“Indemnitee” shall mean any person made or threatened to be made a party, or otherwise involved in any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the fact that such person or such person’s testator
or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation
any other enterprise as a director, officer or employee; the term “Corporation” shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation
or merger; the term “other enterprise” shall include any corporation, limited liability company, public limited company,
partnership, joint venture, trust, employee benefit plan, fund or other enterprise; service “at the request of the Corporation”
shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; provided, however that
such request for service is in writing; and action by a person with respect to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation; the term “Expenses” shall include all reasonable fees, costs and expenses, including
without limitation, attorney’s fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes or penalties
assessed on Indemnitee with respect to an employee benefit plan, Federal, state, local or foreign taxes imposed as a result of
the actual or deemed receipt of any payments under this by-law, penalties and all other disbursements or expenses of the types
customarily incurred in connection with defending, preparing to defend, or investigating an actual or threatened action, suit or
proceeding (including Indemnitee’s counterclaims that directly respond to and negate the affirmative claim made against Indemnitee
(“Permitted Counterclaims”) in such action, suit or proceeding, whether civil, criminal, administrative or investigative,
but shall exclude the costs of (a) any of Indemnitee’s counterclaims, other than Permitted Counterclaims (b) the costs of
acquiring and maintaining an appeal or supersedeas bond or similar instrument, or (c) the fees and costs of enforcing a right to
indemnification or advance payment or reimbursement under this by-law.
Any action, suit or proceeding regarding
indemnification or advance payment or reimbursement of Expenses arising out of the by-laws or otherwise shall only be brought and
heard in Delaware Court of Chancery. In the event of any payment under this by-law, the Corporation shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee (under any insurance policy or otherwise), who shall execute
all papers required and shall do everything necessary to secure such rights, including the execution of such documents necessary
to enable the Corporation to effectively bring suit to enforce such rights. Except as required by law or as otherwise becomes public,
Indemnitee will keep confidential any information that arises in connection with this by law, including but not limited to, claims
for indemnification or the advance payment or reimbursement of Expenses, amounts paid or payable under this by law and any communications
between the parties. No amendment of the Certificate of Incorporation of the Corporation or this by-law shall impair the rights
of any Indemnitee arising at any time with respect to events occurring prior to such amendment.
Section 6.5. Interested Directors;
Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation
and any other corporation, partnership, association or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract
or transaction, or solely because such director’s or officer’s votes are counted for such purpose, if: (1) the material
facts as to director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
or (2) the material facts as to director’s or officer’s relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
Section 6.6. Form of Records.
Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, provided that the
records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect such records in accordance with law.
Section 6.7. Amendment of
By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders
entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.
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