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Form 8-K

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SCKT The article is a Form 8-K filing detailing amendments to Socket Mobile, Inc.'s bylaws regarding the number of directors and notice provisions for board meetings. It does not contain market-moving information or express a particular sentiment towards the company's stock performance.

8-K — SOCKET MOBILE, INC.

Accession: 0000944075-26-000051

Filed: 2026-07-17

Period: 2026-04-29

CIK: 0000944075

SIC: 3571 (ELECTRONIC COMPUTERS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form-8k0717.htm (Primary)

EX-3 — EXHIBIT 3.1 (exhibit3_1.htm)

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8-K — FORM 8-K

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2026-04-29

2026-04-29

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to

Section 13 or 15(d) of

The Securities

Exchange Act of 1934

April 29, 2026

Date of Report

(Date of earliest

event reported)

SOCKET MOBILE,

INC.

(Exact name of

registrant as specified in its charter)

Delaware

001-13810

94-3155066

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

40675 Encyclopedia Circle

Fremont, CA 94538

(Address of principal

executive offices, including zip code)

(510) 933-3000

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

[ ] Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[

] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 Par Value per Share

SCKT

NASDAQ

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On April 29, 2026, the Board of Directors of

Socket Mobile, Inc. (the "Company") approved an amendment to Section 3.2 of the Company's Amended and Restated Bylaws to reduce

the authorized number of directors from eight (8) to seven (7).

On July 13, 2026, the Board of Directors approved

an amendment to Section 3.9 of the Company's Amended and Restated Bylaws to modernize the notice provisions for special meetings of the

Board of Directors. The amendment updates the permitted methods of providing notice to include electronic mail, other electronic transmission,

and overnight courier, removes obsolete references to telecopy and telegram, and clarifies that Board meetings may be held

by means of remote communication permitted by applicable law.

The foregoing description of the amendments is qualified

in its entirety by reference to the Amended and Restated Bylaws, as amended, which is filed as Exhibit 3.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Bylaws of Socket Mobile, Inc., as amended through July 13, 2026

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

SOCKET MOBILE, INC.

Date:  July 17, 2026

/s/ Lynn Zhao

Name: Lynn Zhao

Vice President, Finance

and Administration

and Chief Financial Officer

EX-3 — EXHIBIT 3.1

EX-3

Filename: exhibit3_1.htm · Sequence: 2

Exhibit 3.1

BYLAWS

OF

SOCKET MOBILE, INC.

(a Delaware corporation)

BYLAWS

OF

SOCKET MOBILE, INC.

(a Delaware corporation)

TABLE OF CONTENTS

ARTICLE I

CORPORATE OFFICES

1.1

REGISTERED OFFICE

1.2

OTHER OFFICES

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1

PLACE OF MEETINGS

2.2

ANNUAL MEETING

2.3

SPECIAL MEETING

2.4

NOTICE OF STOCKHOLDERS' MEETINGS

2.5

ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER

2.6

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

2.7

QUORUM

2.8

ADJOURNED MEETING; NOTICE

2.9

VOTING

2.10

STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

2.11

RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

2.12

PROXIES

2.13

ORGANIZATION

2.14

LIST OF STOCKHOLDERS ENTITLED TO VOTE

2.15

WAIVER OF NOTICE

ARTICLE III

DIRECTORS

3.1

POWERS

3.2

NUMBER OR DIRECTORS

3.3

ELECTION AND TERM OF OFFICE OF DIRECTORS

3.4

RESIGNATION AND VACANCIES

3.5

REMOVAL OF DIRECTORS

3.6

PLACE OF MEETINGS; MEETINGS BY TELEPHONE

3.7

FIRST MEETINGS

3.8

REGULAR MEETINGS

3.9

SPECIAL MEETINGS; NOTICE

3.10

QUORUM

3.11

WAIVER OF NOTICE

3.12

ADJOURNMENT

3.13

NOTICE OF ADJOURNMENT

3.14

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

3.15

FEES AND COMPENSATION OF DIRECTORS

3.16

APPROVAL OF LOANS TO OFFICERS

3.17

SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

ARTICLE IV

COMMITTEES

4.1

COMMITTEES OF DIRECTORS

4.3

COMMITTEE MINUTES

ARTICLE V

OFFICERS

5.1

OFFICERS

5.2

ELECTION OF OFFICERS

5.3

SUBORDINATE OFFICERS

5.4

REMOVAL AND RESIGNATION OF OFFICERS

5.5

VACANCIES IN OFFICES

5.6

CHAIRMAN OF THE BOARD

5.7

PRESIDENT

5.8

VICE PRESIDENTS

5.9

SECRETARY

5.10

CHIEF FINANCIAL OFFICER

5.11

ASSISTANT SECRETARY

5.12

ADMINISTRATIVE OFFICERS

5.13

AUTHORITY AND DUTIES OF OFFICERS

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1

INDEMNIFICATION OF DIRECTORS AND OFFICERS

6.2

INDEMNIFICATION OF OTHERS

6.3

INSURANCE

ARTICLE VII

RECORDS AND REPORTS

7.1

MAINTENANCE AND INSPECTION OF RECORDS

7.2

INSPECTION BY DIRECTORS

7.3

ANNUAL STATEMENT TO STOCKHOLDERS

7.4

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

7.5

CERTIFICATION AND INSPECTION OF BYLAWS

ARTICLE VIII

GENERAL MATTERS

8.1

RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

8.2

CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

8.3

CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

8.4

STOCK CERTIFICATES; TRANSFERS; PARTLY PAID SHARES

8.5

SPECIAL DESIGNATION ON CERTIFICATES

8.6

LOST CERTIFICATES

8.7

TRANSFER AGENTS AND REGISTRARS

8.8

CONSTRUCTION; DEFINITIONS

ARTICLE IX

AMENDMENTS

BYLAWS

OF

SOCKET MOBILE, INC.

(a Delaware corporation)

ARTICLE I

CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation.

1.2 OTHER OFFICES

The board of directors may at any time establish branch or subordinate offices at any place or places where

the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by

the board of directors. In the absence of any such designation, stockholders' meetings shall be held at the principal executive office

of the corporation.

2.1 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board

of directors. In the absence of such designation, the annual meeting of stockholders shall be held on the third Tuesday in May in each

year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next

succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.

2.1 SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman

of the board, or by the president, or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent

(10%) of the votes of all shares of stock owned by stockholders entitled to vote at that meeting.

If a special meeting is called by any person or persons other than the board of directors or the president

or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the

business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile

transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving

the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections

2.4 and 2.6 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as

that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given

within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained

in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called

by action of the board of directors may be held.

2.4 NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 2.6 of

these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place,

date and hour of the meeting and (i) in the case of a special meeting, the purpose or purposes for which the meeting is called (no business

other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of

directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented

at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee

or nominees who, at the time of the notice, the board intends to present for election.

2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

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,

(a) nominations for the election of directors, and

(b) business proposed to be brought before any stockholder meeting may be made by the board of directors or

proxy committee appointed by the board of directors or by any stockholder entitled to vote in the election of directors generally if such

nomination or business proposed is otherwise proper business before such meeting. However, any such stockholder may nominate one or more

persons for election as directors at a meeting or propose business to be brought before a meeting, or both, only if such stockholder has

given timely notice in proper written form of their intent to make such nomination or nominations or to propose such business. To be timely,

such stockholder's notice must be delivered to or mailed and received by the secretary of the corporation not less than ninety (90) days

prior to the meeting; provided, however, that in the event that less than one-hundred (100) days notice or prior public disclosure of

the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the

close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure

was made. To be in proper form, a stockholder's notice to the secretary shall set forth:

(i) the name and address of the stockholder who intends to make the nominations or propose the business and, as the case may be, of

the person or persons to be nominated or of the business to be proposed;

(ii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and,

if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(iii) if applicable, a description of all arrangements or understandings between the stockholder and each nominee and any other person

or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

(iv) such other information regarding each nominee or each matter of business to be proposed by such stockholder as would be required

to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated,

or intended to be nominated, or the matter been proposed, or intended to be proposed by the board of directors; and

(v) if applicable, the consent of each nominee to serve as director of the corporation if so elected. The chairman of the meeting shall

refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders shall be given either personally or by first-class mail or by telegraphic or other written

communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the stockholder at the address

of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice.

Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other

means of written communication.

An affidavit of the mailing or other means of giving any notice of any stockholders' meeting, executed by the secretary, assistant

secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.

2.7 QUORUM

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented

by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by

statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders,

then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy,

shall have power to adjourn the meeting in accordance with Section 2.7 of these bylaws.

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or

represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision

of the laws of the State of Delaware or of the certificate of incorporation or these bylaws, a different vote is required, in which case

such express provision shall govern and control the decision of the question.

If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal

of enough stockholders to leave less than a quorum, if any action taken is approved by a majority of the stockholders initially constituting

the quorum.

2.8 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time and place, unless these bylaws otherwise require, notice need not be given of the adjourned

meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation

may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days,

or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to

each stockholder of record entitled to vote at the meeting.

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11

of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights

of fiduciaries, pledgors and joint owners, and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one

vote for each share of capital stock held by such stockholder.

At a stockholders' meeting at which directors are to be elected, and to the extent permitted by the corporation's Certificate of Incorporation,

each stockholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes

that such stockholder normally is entitled to cast) if the candidates' names have been properly placed in nomination (in accordance with

these bylaws) prior to commencement of the voting, and the stockholder requesting cumulative voting has given notice prior to commencement

of the voting of the stockholder's intention to cumulate votes. If cumulative voting is properly requested, each holder of stock, or of

any class or classes or of a series or series thereof, who elects to cumulate votes shall be entitled to as many votes as equals the number

of votes that (absent this provision as to cumulative voting) he or she would be entitled to cast for the election of directors with respect

to his or her shares of stock multiplied by the number of directors to be elected by him, and he or she may cast all of such votes for

a single director or may distribute them among the number to be voted for, or for any two or more of them, as he or she may see fit.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special

meeting of 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. Such consents

shall be delivered to the corporation by delivery to it 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 a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the board of directors may fix,

in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the board of

directors and which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such

event only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares

on the books of the corporation after the record date.

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

at a 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, at the close of business on the business 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 unless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a

new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

The record date for any other purpose shall be as provided in Section 8.1 of these bylaws.

2.12 PROXIES

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more

agents authorized by a written proxy signed by the person and filed with the secretary of the corporation, but no such proxy shall be

voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed

if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, telefacsimile or

otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable

shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

2.13 ORGANIZATION

The president, or in the absence of the president, the chairman of the board, shall call the meeting of the stockholders to order,

and shall act as chairman of the meeting. In the absence of the president, the chairman of the board, and all of the vice presidents,

the stockholders shall appoint a chairman for such meeting. The chairman of any meeting of stockholders shall determine the order of business

and the procedures at the meeting, including such matters as the regulation of the manner of voting and the conduct of business. The secretary

of the corporation shall act as secretary of all meetings of the stockholders, but in the absence of the secretary at any meeting of the

stockholders, the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting

of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the

address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination

of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior

to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the

meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and

place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.15 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation

or these bylaws, a written waiver thereof, signed 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 need be specified in any written waiver of notice unless so required by the certificate of incorporation or these

bylaws.

ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and to any limitations in the certificate of incorporation or

these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of

the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of seven (7) members. The number of

directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by the stockholders, or by a duly adopted

amendment to the certificate of incorporation.

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office

until the next annual meeting. Each director, including a director elected or appointed to fill a vacancy, shall hold office until the

expiration of the term for which elected and until a successor has been elected and qualified.

3.4 RESIGNATION AND VACANCIES

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board

of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective

at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole

remaining director; however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled

only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which

shares voting affirmatively also constitute a majority of the required quorum). Each director so elected shall hold office until the next

annual meeting of the stockholders and until a successor has been elected and qualified.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(a) 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 may be filled by a majority of the directors then in office, although less than

a quorum, or by a sole remaining director.

(b) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions

of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority

of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer

or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility

for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate

of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section

211 of the General Corporation Law of Delaware.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority

of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder

or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for

such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors

chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General

Corporation Law of Delaware as far as applicable.

3.5 REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of

directors 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;

provided, however, that, if and so long as stockholders of the corporation are entitled to cumulative voting, if less than the entire

board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him

if then cumulatively voted at an election of the entire board of directors.

3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated

from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive

office of the corporation. Special meetings of the board may be held at any place within or outside the State of Delaware that has been

designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of

the corporation.

Any meeting of the board, regular or special, may be held by conference telephone or similar communication equipment, so long as all

directors participating in the meeting can hear one another; and all such participating directors shall be deemed to be present in person

at the meeting.

3.7 FIRST MEETINGS

The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the

stockholders at the annual meeting. In the event of the failure of the stockholders to fix the time or place of such first meeting of

the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the

meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the

board of directors, or as shall be specified in a written waiver signed by all of the directors.

3.8 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time as shall from time to time be determined by the

board of directors. If any regular meeting day shall fall on a legal holiday, then the meeting shall be held at the same time and place

on the next succeeding full business day.

3.9 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes

may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally

or by telephone to each director or sent by first-class mail, electronic mail or other electronic transmission, overnight courier, charges

prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed,

it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is

delivered personally or by telephone, electronic mail, other electronic transmission or overnight courier, it shall be delivered personally

or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice

given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person

giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place

of the meeting, if the meeting is to be held at the principal executive office of the corporation or by means of remote communication

permitted by applicable law.

3.10 QUORUM

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided

in Section 3.12 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which

a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the certificate of incorporation

and applicable law.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if

any action taken is approved by at least a majority of the quorum for that meeting.

3.11 WAIVER OF NOTICE

Notice of a meeting need not be given to any director (i) who signs a waiver of notice, whether before or after the meeting, or (ii)

who attends the meeting other than for the express purposed of objecting at the beginning of the meeting to the transaction of any business

because the meeting is not lawfully called or convened. All such waivers shall be filed with the corporate records or made part of the

minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.

3.12 ADJOURNMENT

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting of the board to another time and

place.

3.13 NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting of the board need not be given unless the meeting is adjourned for more

than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the

adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.9 of these bylaws, to

the directors who were not present at the time of the adjournment.

3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of

the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and

effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes

of the proceedings of the board of directors.

3.15 FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as

may be fixed or determined by resolution of the board of directors. This Section 3.15 shall not be construed to preclude any director

from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

3.16 APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation

or any of its subsidiaries, including any officer or employee who is a director of the corporation or any of its subsidiaries, whenever,

in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty

or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve,

including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny,

limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In the event only one director is required by these bylaws or the certificate of incorporation, then any reference herein to notices,

waivers, consents, meetings or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver,

etc., by such sole director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume

all the responsibilities otherwise herein described as given to the board of directors.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees,

each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as

alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The appointment

of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to

the extent provided in the resolution of the board, shall have and may exercise all the powers and authority of the board, but no such

committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent

authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided

in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares

relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange

of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the

corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware,

(iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets,

(iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution or (v) amend the bylaws of the corporation;

and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such

committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership

and merger pursuant to Section 253 of the General Corporation Law of Delaware.

4.2 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the following provisions of Article

III of these bylaws: Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular meetings), Section 3.9 (special meetings;

notice), Section 3.10 (quorum), Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13 (notice of adjournment) and

Section 3.14 (board action by written consent without meeting), with such changes in the context of those bylaws as are necessary to substitute

the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees

may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees

may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all

alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government

of any committee not inconsistent with the provisions of these bylaws.

4.3 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

ARTICLE V

OFFICERS

5.1 OFFICERS

The Corporate Officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also

have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents (however denominated), one or

more assistant secretaries, a treasurer and one or more assistant treasurers, and such other officers as may be appointed in accordance

with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.

In addition to the Corporate Officers of the Company described above, there may also be such Administrative Officers of the corporation

as may be designated and appointed from time to time by the president of the corporation in accordance with the provisions of Section

5.12 of these bylaws.

5.2 ELECTION OF OFFICERS

The Corporate Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3

or Section 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract

of employment, and shall hold their respective offices for such terms as the board of directors may from time to time determine.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the president to appoint, such other Corporate Officers as the business of the corporation

may require, each of whom shall hold office for such period, have such power and authority, and perform such duties as are provided in

these bylaws or as the board of directors may from time to time determine. The president may from time to time designate and appoint Administrative

Officers of the corporation in accordance with the provisions of Section 5.12 of these bylaws.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of a Corporate Officer under any contract of employment, any Corporate Officer may be removed, either

with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of a Corporate Officer

chosen by the board of directors, by any Corporate Officer upon whom such power of removal may be conferred by the board of directors.

Any Corporate Officer may resign at any time by giving written notice to the corporation.

Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless

otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is

without prejudice to the rights, if any, of the corporation under any contract to which the Corporate Officer is a party.

Any Administrative Officer designated and appointed by the president may be removed, either with or without cause, at any time by the

president. Any Administrative Officer may resign at any time by giving written notice to the president or to the secretary of the corporation.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed

in these bylaws for regular appointments to that office.

5.6 CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise

such other powers and perform such other duties as may from time to time be assigned to him by the board of directors or as may be prescribed

by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation

and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

5.7 PRESIDENT

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such

an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors,

have general supervision, direction and control of the business and the officers of the corporation. He or she shall preside at all meetings

of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. He or she

shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such

other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

5.8 VICE PRESIDENTS

In the absence or disability of the president, and if there is no chairman of the board, the vice presidents, if any, in order of their

rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the

duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The

vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively

by the board of directors, these bylaws, the president or the chairman of the board.

5.9 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board

of directors may direct, a book of minutes of all meetings and actions of the board of directors, committees of directors and stockholders.

The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice

given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders'

meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's

transfer agent or registrar, as determined by resolution of the board of directors, a share register or a duplicate share register, showing

the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates

evidencing such shares and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required to

be given by law or by these bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have

such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

5.10 CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of

accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements,

gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any

director for a purpose reasonably related to his position as a director.

The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such

depositaries as may be designated by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by

the board of directors, shall render to the president and directors, whenever they request it, an account of all of his or her transactions

as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other

duties as may be prescribed by the board of directors or these bylaws.

5.11 ASSISTANT SECRETARY

The assistant secretary, if any, or, if there is more than one, the assistant secretaries in the order determined by the board of directors

(or if there be no such determination, then in the order of their election) shall, in the 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 shall perform such other duties

and have such other powers as the board of directors may from time to time prescribe.

5.12 ADMINISTRATIVE OFFICERS

In addition to the Corporate Officers of the corporation as provided in Section 5.1 of these bylaws and such subordinate Corporate

Officers as may be appointed in accordance with Section 5.3 of these bylaws, there may also be such Administrative Officers of the corporation

as may be designated and appointed from time to time by the president of the corporation. Administrative Officers shall perform such duties

and have such powers as from time to time may be determined by the president or the board of directors in order to assist the Corporate

Officers in the furtherance of their duties. In the performance of such duties and the exercise of such powers, however, such Administrative

Officers shall have limited authority to act on behalf of the corporation as the board of directors shall establish, including but not

limited to limitations on the dollar amount and on the scope of agreements or commitments that may be made by such Administrative Officers

on behalf of the corporation, which limitations may not be exceeded by such individuals or altered by the president without further approval

by the board of directors.

5.13 AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing powers, authority and duties, all officers of the corporation shall respectively have such authority and

powers and perform such duties in the management of the business of the corporation as may be designated from time to time by the board

of directors.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now

exists or may hereafter be amended, indemnify any person against expenses (including attorneys' fees), judgments, fines, and amounts paid

in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in

which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or

officer of the corporation. For purposes of this Section 6.1, a "director" or "officer" of the corporation shall mean any person (i) who

is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer

of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation

which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

The corporation shall be required to indemnify a director or officer in connection with an action, suit, or proceeding (or part thereof)

initiated by such director or officer only if the initiation of such action, suit, or proceeding (or part thereof) by the director or

officer was authorized by the Board of Directors of the corporation.

The corporation shall pay the expenses (including attorney's fees) incurred by a director or officer of the corporation entitled to

indemnification hereunder in defending any action, suit or proceeding referred to in this Section 6.1 in advance of its final disposition;

provided, however, that payment of expenses incurred by a director or officer of the corporation in advance of the final disposition of

such action, suit or proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced

if it should ultimately be determined that the director of officer is not entitled to be indemnified under this Section 6.1 or otherwise.

The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter

acquire under any statute, provision of the corporation's Certificate of Incorporation, these bylaws, agreement, vote of the stockholders

or disinterested directors or otherwise.

Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder

of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.2 INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware

as the same now exists or may hereafter be amended, to indemnify any person (other than directors and officers) against expenses (including

attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened,

pending or completed action, suit, or proceeding, in which such person was or is a party or is threatened to be made a party by reason

of the fact that such person is or was an employee or agent of the corporation. For purposes of this Section 6.2, an "employee" or "agent"

of the corporation (other than a director or officer) shall mean any person (i) who is or was an employee or agent of the corporation,

(ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture,

trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation

or of another enterprise at the request of such predecessor corporation.

6.3 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of

the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in

any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or

her against such liability under the provisions of the General Corporation Law of Delaware.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors,

keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy

of these bylaws as amended to date, accounting books and other records of its business and properties.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof,

have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders,

and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to

such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection,

the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to

so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or

at its principal place of business.

7.2 INSPECTION BY DIRECTORS

Any director shall have the right to examine (and to make copies of) the corporation's stock ledger, a list of its stockholders and

its other books and records for a purpose reasonably related to his or her position as a director.

7.3 ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote

of the stockholders, a full and clear statement of the business and condition of the corporation.

7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, if any, the president, any vice president, the chief financial officer, the secretary or any assistant secretary

of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote,

represent and exercise on behalf of this corporation all rights incident to any and all shares of the stock of any other corporation or

corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or

by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

7.5 CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of these bylaws, as amended or otherwise altered to date, certified by the secretary, shall be kept at the corporation's

principal executive office and shall be open to inspection by the stockholders of the corporation, at all reasonable times during office

hours.

ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining 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, in advance, a record date, which shall not precede the date upon which the

resolution fixing the record date is adopted and which shall not be more than sixty (60) days before any such action. In that case, only

stockholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of

rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after

the record date so fixed, except as otherwise provided by law.

If the board of directors does not so fix a record date, then the record date for determining stockholders for any such purpose shall

be at the close of business on the day on which the board of directors adopts the applicable resolution.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts,

other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation,

and only the persons so authorized shall sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors, except as otherwise provided in these bylaws, may authorize and empower any officer or officers, or agent or

agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such power and authority

may 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, no officer, 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 it liable for any purpose or for any amount.

8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors of the corporation may provide

by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution

shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption

of such a resolution by the board of directors, every holder of stock represented by certificates and, upon request, every holder of uncertificated

shares, shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice-chairman of the

board of directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant

secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures 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 has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation

with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Certificates for shares shall be of such form and device as the board of directors may designate and shall state the name of the record

holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a summary statement

or reference to the powers, designations, preferences or other special rights of such stock and the qualifications, limitations or restrictions

of such preferences and/or rights, if any; a statement or summary of liens, if any; a conspicuous notice of restrictions upon transfer

or registration of transfer, if any; a statement as to any applicable voting trust agreement; if the shares be assessable, or, if assessments

are collectible by personal action, a plain statement of such facts.

Upon surrender to the secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper

evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the

person entitled thereto, cancel the old certificate and record the transaction upon its books.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration

to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books

and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor

and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare

a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.5 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations,

the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,

limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate

that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in

Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back

of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish

without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional

or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences

and/or rights.

8.6 LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for shares shall be issued to replace a previously issued certificate unless

the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate

or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and

conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security

sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of

the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.7 TRANSFER AGENTS AND REGISTRARS

The board of directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, each of which shall

be an incorporated bank or trust company -- either domestic or foreign, who shall be appointed at such times and places as the requirements

of the corporation may necessitate and the board of directors may designate.

8.8 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the General Corporation Law

of Delaware shall govern the construction of these bylaws. Without limiting the generality of this provision, as used in these bylaws,

the singular number includes the plural, the plural number includes the singular, and the term "person" includes both an entity and a

natural person.

ARTICLE IX

AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled

to vote or by the board of directors of the corporation. The fact that such power has been so conferred upon the directors shall not divest

the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied in the book of bylaws with the original

bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted

or the filing of the operative written consent(s) shall be stated in said book.

CERTIFICATE OF ADOPTION OF BYLAWS

OF

SOCKET MOBILE, INC.

Adoption by Incorporator

The undersigned person appointed in the Certificate of Incorporation to act as the Incorporator of Socket Mobile, Inc. hereby adopts

the foregoing bylaws, comprising twenty-two (22) pages, as the Bylaws of the corporation.

Executed this 11th day of May 1995.

/s/ Christopher F. Boyd

Christopher F. Boyd, Incorporator

CERTIFICATE OF AMENDMENT

OF BYLAWS OF

SOCKET MOBILE, INC.

The undersigned, being the Secretary of Socket Mobile, Inc., a Delaware corporation, hereby certifies that the following Section 3.2

of the Bylaws of this corporation was amended on March 14, 2001, by the Board of Directors or the affirmative written consent of the shareholders,

where applicable, to provide in its entirety as follows:

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of seven (7) members. The number of directors may be changed by an amendment to this bylaw, duly

adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation."

Effective: March 14, 2001

/s/ David Dunlap

David W. Dunlap, Secretary

CERTIFICATE OF AMENDMENT

OF BYLAWS OF

SOCKET MOBILE, INC.

The undersigned, being the Secretary of Socket Mobile, Inc., a Delaware corporation, hereby certifies that Section 3.2 of the Bylaws

of this corporation was amended on February 17, 2008, by the Board of Directors, to provide in its entirety as follows:

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of eight (8) members. The number of directors may be changed by an amendment to this bylaw, duly

adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation."

Effective: February 17, 2008

/s/ David Dunlap

David W. Dunlap, Secretary

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