Form S-3/A KEYW HOLDING CORP

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December 21, 2016 5:14 PM EST

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As filed with the Securities and Exchange Commission on December 21, 2016

Registration No. 333-215115

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________________

THE KEYW HOLDING CORPORATION

and certain subsidiaries identified in the “Table of Additional Registrants” below

(Exact name of registrant as specified in its charter)

Maryland

27-1594952

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

7740 Milestone Parkway, Suite 400

Hanover, MD 21076

443-733-1600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William J. Weber

President and Chief Executive Officer

The KeyW Holding Corporation

7740 Milestone Parkway, Suite 400

Hanover, MD 21076

443-733-1600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Jonathan F. Wolcott, Esq.

Holland & Knight LLP

1650 Tysons Boulevard, Suite 1700

Tysons, VA 22102

703-720-8600

Philip Luci, Jr., Esq.

General Counsel

The KeyW Holding Corporation

7740 Milestone Parkway, Suite 400

Hanover, MD 21076

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

TABLE OF ADDITIONAL REGISTRANTS

The following direct or indirect 100% owned subsidiaries of the registrant may guarantee the debt securities issued hereunder and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o The KeyW Holding Corporation, 7740 Milestone Parkway, Suite 400, Hanover, MD 21076, telephone number: 443-733-1600.

Name of Co-Registrant	Jurisdiction of Organization	I.R.S. Employer Identification No.
The KeyW Corporation	Maryland	26-2620786
Aeroptic, LLC	Massachusetts	20-8789874
GeoVantage, Inc.	Delaware	04-3445394
Hexis Cyber Solutions, Inc.	Maryland	06-1643722
SenSage, Inc.	California	94-3384824

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-215115) of The KeyW Holding Corporation and the above listed Co-Registrants is being filed solely for the purpose of filing certain exhibits as indicated in Part II of this Amendment No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses (other than underwriting discounts and commissions) to be incurred in connection with the distribution of the securities being registered hereby are as follows:

SEC Registration Fee	$	20,282.50
Legal Fees and Expenses			(1)
Accounting Fees and Expenses			(1)
Indenture Trustees’ Fees and Expenses			(1)
Printing, Engraving and Mailing Expenses			(1)
Rating Agency Fees			(1)
Miscellaneous			(1)
Total	$		(1)

(1) Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings is indeterminable, these fees cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

Maryland General Corporation Law. The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages. The MGCL also requires a corporation to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. In addition, the MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding made or threatened to be made by reason of their service to the corporation.

Charter and Bylaws. Our Charter and Bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses to present and former officers and directors in advance of final disposition of a proceeding made or threatened to be made by reason of such officer’s or director’s service to KeyW.

Insurance. We maintain directors and officers liability insurance, which covers the directors and officers of The KeyW Holding Corporation and each of its direct and indirect subsidiaries against certain claims or liabilities arising out of the performance of their duties.

Item 16. Exhibits

A list of the exhibits required by Item 601 of Regulation S-K to be filed as part of this registration statement is set forth in the Exhibit Index below and incorporated herein by reference.

Item 17. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(B) Paragraphs (a)(l)(i), (ii) and (iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or as to a registration statement on Form S-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, Maryland, on this 21st day of December, 2016.

	THE KEYW HOLDING CORPORATION

	/s/ Michael J. Alber
	Michael J. Alber
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*		December 21, 2016
Deborah A. Bonanni	Director

*		December 21, 2016
William I. Campbell	Director

*		December 21, 2016
Shephard Hill	Director

*		December 21, 2016
Chris Inglis	Director

*		December 21, 2016
Kenneth A. Minihan	Director

*		December 21, 2016
Arthur L. Money	Director

*		December 21, 2016
Caroline S. Pisano	Director

*		December 21, 2016
Mark W. Sopp	Director

*By: /s/ Michael J. Alber

Michael J. Alber

Attorney-in-fact

SIGNATURES

	THE KEYW CORPORATION

	/s/ Michael J. Alber
	Michael J. Alber
	Treasurer and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

*		December 21, 2016
Kimberly J. DeChello	Secretary, Chief Administrative Officer and Director

*By: /s/ Michael J. Alber

Michael J. Alber

Attorney-in-fact

SIGNATURES

	AEROPTIC, LLC

	/s/ Michael J. Alber
	Michael J. Alber
	Manager

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer, Manager (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Manager (Principal Financial and Accounting Officer)

*		December 21, 2016
Mark A. Willard	Manager

*By: /s/ Michael J. Alber

Michael J. Alber

Attorney-in-fact

SIGNATURES

	GEOVANTAGE, INC.

	/s/ Michael J. Alber
	Michael J. Alber
	Treasurer and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

*		December 21, 2016
Kimberly J. DeChello	Secretary, Chief Administrative Officer and Director

*By: /s/ Michael J. Alber

Michael J. Alber

Attorney-in-fact

SIGNATURES

	HEXIS CYBER SOLUTIONS, INC.

	/s/ Michael J. Alber
	Michael J. Alber
	Treasurer and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

*		December 21, 2016
Kimberly J. DeChello	Secretary, Chief Administrative Officer and Director

*By: /s/ Michael J. Alber

Michael J. Alber

Attorney-in-fact

SIGNATURES

	SENSAGE, INC.

	/s/ Michael J. Alber
	Michael J. Alber
	Treasurer and Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*		December 21, 2016
William J. Weber	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael J. Alber		December 21, 2016
Michael J. Alber	Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

*		December 21, 2016
Kimberly J. DeChello	Secretary, Chief Administrative Officer and Director
*By: /s/ Michael J. Alber Michael J. Alber Attorney-in-fact

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1.1	Form of Agency Agreement	*
1.2	Form of Underwriting Agreement(s)	*
3.1	Articles of Amendment and Restatement	(1)
3.2	Certificate of Correction of Articles of Amendment and Restatement	(2)
3.3	Amended and Restated Bylaws of the Company	(1)
3.4	Articles of Amendment and Restatement of The KeyW Corporation	XX
3.5	Bylaws of The KeyW Corporation	XX
3.6	Certificate of Organization of Aeroptic, LLC	XX
3.7	First Amended and Restated Operating Agreement of Aeroptic, LLC	XX
3.8	Amended and Restated Certificate of Incorporation of Geovantage, Inc.	XX
3.9	Amended and Restated Bylaws of Geovantage, Inc.	XX
3.10	Amended and Restated Articles of Incorporation of Hexis Cyber Solutions, Inc.	XX
3.11	Amended and Restated Bylaws of Hexis Cyber Solutions, Inc.	XX
3.12	Articles of Incorporation of SenSage, Inc.	XX
3.13	Amended and Restated Bylaws of Sensage, Inc.	XX
4.1	Specimen of Common Stock Certificate	(3)
4.2	Indenture, dated July 21, 2014, between the Company and Wilmington Trust, National Association, as trustee.	(4)
4.3	First Supplemental Indenture, dated July 21, 2014, between the Company and Wilmington Trust, National Association, as trustee.	(5)
4.4	Form of 2.50% Convertible Senior Note due 2019 (incorporated by reference to Exhibit 4.3 hereto)	(5)
4.5	Form of Subordinated Debt Securities Indenture	(6)
4.6	Form of Debt Security	*
4.7	Form of Preferred Stock Certificate	*
4.8	Form of Warrant Agreement	*
4.9	Form of Unit Agreement	*
5.1	Opinion of Holland & Knight LLP	X
12.1	Statement regarding computation of ratio of earnings to fixed charges	X
23.1	Consent of Grant Thornton LLP	X
23.2	Consent of Holland & Knight LLP	**
24.1	Power of Attorney	***
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended	*

Previously filed.

Filed herewith.

To be filed, if necessary, by an amendment to this Registration Statement or incorporated by reference to a Current Report on Form 8-K in connection with the offering of securities registered hereunder.

Included in Exhibit 5.1.

***

Included on signature pages filed herewith.

(1)

Incorporated by reference to Exhibits 3.1 and 3.2 to Registrant’s Annual Report on Form 10-K, filed March 29, 2011, File No. 001-34891.

(2)

Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed July 15, 2014, File No. 001-34891.

(3)

Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed September 30, 2010, File No. 333-16768.

(4)

Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 21, 2014, File No. 001-34891.

(5)

Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed July 21, 2014, File No. 001-34891.

(6)

Incorporated by reference to Exhibit 4.5 to Registrant’s Registration Statement on Form S-3, as amended, filed April 23, 2014, File No. 333-195458.

Exhibit 3.4

ARTICLES OF AMENDMENT AND RESTATEMENT

THE KEYW Corporation

The KEYW Corporation, a Maryland corporation (the “Corporation”), certifies as follows:

FIRST: The Corporation desires to amend and restate its Articles of Incorporation as currently in effect (its “Charter”).

SECOND: The Charter is hereby amended and restated in its entirety to read as set forth in Exhibit A attached hereto, and the provisions set forth in these Articles of Amendment and Restatement (including in Exhibit A) are all of the provisions of the Charter currently in effect.

THIRD: The amendment and restatement of the Charter has been approved by a majority of the entire Board of Directors of the Corporation, and the amendments to the Charter included therein were advised by the Board of Directors and approved by the stockholders.

FOURTH: Except as provided in these Articles of Amendment and Restated and in the amended and restated Charter attached hereto, the Charter is not amended by these Articles of Amendment and Restatement.

FIFTH: The current address of the principal office of the Corporation is as set forth in Article IV of the attached amendment and restatement of the Charter.

SIXTH: The name and address of the Corporation’s current resident agent are as set forth in Article IV of the attached amendment and restatement of the Charter.

SEVENTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the attached amendment and restatement of the Charter.

EIGHTH: The total authorized shares of capital stock of the Corporation, the number of authorized shares of each class of capital stock, the par value shares of each class of capital stock and the aggregate par value of all the shares of all classes of capital stock, in each case both as of immediately before these Articles of Amendment and Restatement and after the effectiveness hereof, and a statement of the rights and preferences of each class of capital stock (or the manner in which such rights and preferences may be designated) are set forth in Article V of the attached amendment and restatement of the Charter.

The undersigned Chief Executive Officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters of fact required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 22nd day of August, 2008.

Attest:		The KEYW Corporation

By:	/s/ Kimberly J. DeChello	By:	/s/ Leonard E. Moodsipaw
Name:	Kimberly J. DeChello	Name:	Leonard E. Moodispaw
Title:	Secretary	Title:	Chief Executive Officer

IN WITNESS WHEREOF, the undersigned consents to his designation in the amended and restated Charter as resident agent for the Corporation.

		/s/ Leonard E. Moodispaw
		Leonard E. Moodispaw
		135 National Business Parkway, Suite 101
		Annapolis Junction, Maryland 20701

EXHIBIT A

ARTICLES OF INCORPORATION

THE KEYW CORPORATION

Article I: Name

The name of the corporation (which is hereafter referred to as the “Corporation”) is The KEYW Corporation.

Article II: Period of Duration

The period of duration of the Corporation is perpetual.

Article III: Purposes and Powers

The purposes for which the Corporation is formed are (1) to engage in the provision of engineering and software services for government and commercial customers and (2) to engage in any other lawful act, activity or business for which corporations may now or hereafter be organized under the Maryland General Corporation Law (the “MGCL”). The Corporation shall have all the general powers granted by law to Maryland corporations and all other powers not inconsistent with law which are appropriate to promote and attain its purposes. The enumeration of the foregoing powers and purposes shall not be deemed to exclude any powers, rights or privileges so granted or conferred.

Article IV: Principal Office and Resident Agent

The post office address of the principal office of the Corporation in this State is 135 National Business Parkway, Suite 101, Annapolis Junction, Maryland 20701. The name of the Resident Agent of the Corporation in this State is Leonard E. Moodispaw and his post office address is 135 National Business Parkway, Suite 101, Annapolis Junction, Maryland 20701. Said Resident Agent is an individual actually residing in this State.

Article V: Stock

(1) The total number of shares of capital stock which the Corporation has authority to issue is thirty-five million (35,000,000) shares, of which up to thirty-five million (35,000,000) shares may be shares of common stock (“Common Stock”) of the Corporation, par value of one tenth of one cent ($0.001) per share, and up to five million (5,000,000) shares of which may be shares of preferred stock (“Preferred Stock”), par value of one tenth of one cent ($0.001) per share, of the Corporation in one or more classes or series and with rights, preferences and privileges conforming to this Article V. The aggregate par value of all shares of all classes is thirty-five thousand dollars ($35,000.00). The Corporation, by action of its board of directors but without stockholder action, may amend the Charter to increase or decrease the aggregate number of shares of capital stock of the Corporation that the Corporation has authority to issue.

(2) Immediately prior to the amendment and restatement of these Articles of Incorporation, the total number of shares of capital stock which the Corporation had the authority to issue was twenty million (20,000,000) shares of Common Stock, par value of one tenth of one cent per share ($0.001), or an aggregate par value of twenty thousand dollars ($20,000.00).

(3) The Board of Directors of the Corporation shall have the power from time to time (a) to classify or reclassify, in one or more series, any unissued shares of Preferred Stock and (b) to reclassify any unissued shares of any series of Preferred Stock, in the case of either (a) or (b), by setting or changing the number of shares constituting such series and the designation, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of such shares, and, in such event, the Corporation shall file for record with the State Department of Assessments and Taxation of Maryland articles supplementary in substance and form as prescribed by the MGCL; provided that, unless otherwise designated by the board of directors in articles supplementary, any liquidation preference in respect of any Preferred Stock shall be payable only upon a Liquidation Event. The following events shall be regarded as a “Liquidation Event” of the Corporation, unless otherwise designated by the board of directors in articles supplementary: (i) the liquidation, dissolution or winding-up of the Corporation, (ii) the sale or lease of all or substantially all of the assets of the Corporation or (iii) a share exchange, reorganization, recapitalization, or merger or consolidation of the Corporation with or into any other corporation or corporations (or other form of business entity) or of any other corporation or corporations (or other form of business entity) with or into the Corporation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); provided, however, that a Liquidation Event shall not include a share exchange, reorganization, recapitalization, merger or consolidation involving the Corporation or a subsidiary in which the holders of shares of the Corporation’s voting stock outstanding immediately prior to such transaction continue to hold at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation (or other form of business entity) or (2) if the surviving or resulting corporation (or other form of business entity) is a wholly owned subsidiary of another corporation (or other form of business entity) immediately following such transaction, the parent corporation (or other form of business entity) of such surviving or resulting corporation (or other form of business entity). Without limiting any of the foregoing, the Board of Directors shall be entitled, without stockholder action, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series.

(4) Subject to the rights of holders of shares of any series of Preferred Stock established pursuant to Section 3 of this Article V, each share of Common Stock shall entitle the holder to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions authorized by Board of Directors in accordance with the MGCL and to all rights of a stockholder pursuant thereto. The Common Stock shall have no preferences or preemptive, conversion or exchange rights.

(5) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares or otherwise, is permitted under the MGCL, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights upon dissolution are superior to those receiving the distribution.

Article VI: Directors

(1) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

(2) The number of directors of the Corporation is currently three (3), which number may be increased or decreased from time to time pursuant to the Charter or the By-Laws of the Corporation (the “By-Laws”), but which never shall be less than three (3). The names of the current directors who shall act until their successors are duly chosen and qualified, are (i) Leonard E. Moodispaw, (ii) Frederick L. Funk and (iii) Kimberly J. DeChello.

(3) Subject to the terms of any shares of Preferred Stock that may be outstanding from time to time, any director or the entire Board of Directors may be removed from office as a director or directors at any time, but only for cause, by the affirmative vote at a duly called meeting of stockholders of a majority of the votes entitled to be cast generally for the election of directors.

(4) Subject to the terms of any shares of Preferred Stock that may be outstanding from time to time, vacancies in the Board of Directors, except for vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, even if less than a quorum, except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs. Subject to the terms of any shares of Preferred Stock that may be outstanding from time to time, vacancies resulting from an increase in the number of directors shall be filled only by a majority vote of the entire Board of Directors. Except to the extent provided in the Charter, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(5) Except to the extent prohibited by law or limited by the Charter or By-Laws, the Board of Directors shall have the power (which, to the extent exercised, shall be exclusive) to fix the number of directors and to establish the rules and procedures that govern the internal affairs of the Board of Directors and nominations for director, including, without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the directors’ power to manage the business and affairs of the Corporation.

Article VII: Provisions Defining, Limiting and Regulating Powers

The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders:

(1) The Board of Directors of the Corporation is empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, and securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in these Articles of Incorporation or the By-Laws.

(2) The Board of Directors of the Corporation may classify or reclassify any unissued stock by setting or changing in any one or more respects, from time to time before issuance of such stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms, or conditions of redemption of such stock.

(3) The Board of Directors shall have the power, from time to time, to determine whether any, and if any, what part, of the surplus of the Corporation shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such surplus. The Board of Directors may in its discretion use and apply any of such surplus in purchasing or acquiring any of the shares of the stock of the Corporation, or any of its bonds or other evidences of indebtedness, to such extent and in such manner and upon such lawful terms as the Board of Directors shall deem expedient.

(4) The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in this Charter, including but not restricted to, any amendments changing the terms of any class of its stock by classification, reclassification or otherwise, and all rights conferred on stockholders herein are granted subject to this reservation.

(5) Notwithstanding any provision of law requiring the approval or authorization of any action by holders of shares of stock of the Corporation entitled to cast a greater number of votes than a majority of all the votes entitled to be cast on the matter, any such action shall be valid and effective if approved and authorized by the affirmative vote, at a meeting, of a majority of all votes entitled to be cast on the matter.

Article VIII: Maryland Business Combination Statute

The Corporation elects not to be governed by any of the provisions of subtitle 6 of Title 3 of the MGCL as to any business combinations or as to any existing or future interested stockholders of the Corporation or their affiliates.

Article IX: By-Laws

The Board of Directors shall have the power, at any regular or special meeting of the Board of Directors (or by action taken pursuant to Article XIII), to make and adopt, or to amend, rescind, alter or repeal, any By-Laws. The By-Laws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the provisions of the Charter.

Article X: Inspection of Records by Stockholders

The Board of Directors shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the books, records, accounts, and documents of the Corporation, or any of them, shall be open to inspection by stockholders, except as otherwise provided by law or by the By-Laws; and except as so provided no stockholders shall have any rights to inspect any book, record, account or document of the Corporation unless authorized to do so by resolution of the Board of Directors.

Article XI: Compensation

The Board of Directors in its discretion may allow, in and by the By-Laws or by resolution, the payment of expenses, if any, to directors for attendance at each regular or special meeting of the Board of Directors or of any committee thereof, and the payment of reasonable compensation to such directors for their services as members of the Board of Directors, or any committee thereof, and shall fix the basis and conditions upon which such expenses and compensation shall be paid. Any member of the Board of Directors or of a committee thereof, also may serve the Corporation in any other capacity and receive compensation therefor in any form.

Article XII: Indemnification and Limitation of Liability of Directors and Officers

(1) The Corporation shall indemnify its directors and shall provide advancement of expenses to the maximum extent provided by Maryland law. The Board of Directors shall have the power to adopt By-Laws or resolutions for the indemnification of the Corporation’s directors, officers, employees and agents, provided that any such By-Laws or resolutions shall be consistent with applicable law.

(2) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any provision of the Charter or By-Laws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Article XIII: Informal Action by Board of Directors

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 a written consent to such action is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Article XIV: Informal Action by the Stockholders

Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if a written consent to such action is signed by stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting, and each stockholder is notified of such written consent not later than ten (10) days after the effective date of the action.

Exhibit 3.5

The KEYW Corporation

BY-LAWS

ARTICLE I

Stockholders

SECTION I. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on a day duly designated by the Board of Directors, if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

SECTION 2. Special Meetings. Special meetings of the stockholders may be called at any time for any purpose or purposes by the Chairman of the Board, the President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of the holders of a majority of all the shares outstanding and entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes stated in the notice of the meeting.

SECTION 3. Place of Holding Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

SECTION 4. Notice of Meetings. Written notice of each meeting of the stockholders shall be mailed, postage prepaid by the Secretary, to each stockholder of record entitled to vote, at his post office address as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 5. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 6. Conduct of Meetings. Meetings of stockholders shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

SECTION 7. Voting. At all meetings of stockholders, every stockholder entitled to vote shall have one (1) vote for each share of stock standing in his name on the books of the Corporation on the date for the determination of stockholders entitled to vote at such meeting. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of the holders of ten percent (10%) of the stock entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

SECTION 2. Number and Term of Office. The number of directors shall be nine (9) or such other number, but not less than three (3) nor more than twelve (12), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his successor shall be elected and shall qualify.

SECTION 3. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of the holders of a majority of the stock.

Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting of stockholders and thereafter until his or their successors shall be elected. Any director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued and outstanding and entitled to vote at any special meeting of stockholders regularly called for the purpose.

SECTION 4. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation law.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

SECTION 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President and must be called by the Chairman of the Board, the President or the Secretary upon written request of a majority of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting or by telegraphing the same at least two (2) days before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.

SECTION 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these By-Laws.

SECTION 8. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall he payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 9. Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors and delegate to these committees in the intervals between meetings of the Board of Directors any of the powers of the Board of Directors, except the power to approve any merger or share exchange which does not require stockholder approval, amend the By-Laws, issue stock or recommend to the stockholders any action which requires stockholder approval. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in place of an absent member.

ARTICLE III

Corporate Executive Officers

SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including a Chairman of the Board and/or one or more Executive Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the stockholders except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The President and Chairman of the Board shall be directors and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President, Executive Vice-President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.

In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them.

SECTION 2. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a quorum thereof elect a chairman other than the Chairman of the Board to preside at meetings of the Board of Directors. He may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation; and he shall be ex-officio a member of all standing committees.

SECTION 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the stockholders.

The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

In the event that the Board of Directors does not take affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these By-Laws.

SECTION 4. Executive Vice-Presidents. The Board of Directors shall have the power to designate one or more Executive Vice-Presidents. The Executive Vice-President or Executive Vice-Presidents, at the request of the President or in his absence or during his inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Executive Vice-President, the Board of Directors may determine which one or more of the Executive Vice-Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the President may make such determination; otherwise any of the Executive Vice-Presidents may perform any of such duties or exercise any of such functions. The Executive Vice-President or Executive Vice-Presidents shall have such other powers and perform such other duties, and have such additional descriptive designations in their titles (if any), as may be assigned by the Board of Directors or the President.

SECTION 5. Vice-Presidents. The Board of Directors may also appoint any number of Vice-Presidents, who shall be distinguished from Executive Vice-Presidents. The Vice-President or Vice-Presidents (if any), shall perform whatever duties and have whatever powers the President, the Executive Vice-Presidents, or the Board of Directors may from time to time prescribe.

SECTION 6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or stockholders upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the stockholders and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

SECTION 7. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.

SECTION 8. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 9. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE IV

Capital Stock

SECTION 1. Issuance of Certificates of Stock. The certificates for shares of the stock of the Corporation shall be of such form not inconsistent with the Articles of Incorporation, or its amendments, as shall be approved by the Board of Directors. All certificates shall be signed by the President or by the Vice President and countersigned by the Secretary or by an Assistant Secretary. All certificates for each class of stock shall be consecutively numbered. The name of the person owning the shares issued and the address of the holder, shall be entered in the Corporation's books. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates representing the same number of shares shall be issued until the former certificate or certificates for the same number of shares shall have been so surrendered, and cancelled, unless a certificate of stock be lost or destroyed, in which event another may be issued in its stead upon proof of such loss or destruction and unless waived by the President, the giving of a satisfactory bond of indemnity not exceeding an amount double the value of the stock. Both such proof and such bond shall be in a form approved by the general counsel of the Corporation and by the Transfer Agent of the Corporation and by the Registrar of the stock.

SECTION 2. Transfer of Shares. Shares of the capital stock of the Corporation shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney upon surrender and cancellation of certificates for a like number of shares as hereinbefore provided.

SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Laws of Maryland.

SECTION 4. Closing Transfer Books. The Board of Directors may fix the time, not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, during which time the books of the Corporation shall be closed against transfers of stock, or, in lieu thereof, the directors may fix a date not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be; and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be.

ARTICLE V

Corporate Seal

SECTION 1. Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word "Maryland". Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VI

Bank Accounts and Loans

SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

ARTICLE VII

Reimbursements

Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall he reimbursed by such officer or other employee of the Corporation to the full extent of such allowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE VIII

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of every year.

SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each stockholder, officer or director at such address as appears on the books of the Corporation, or in default of any other address, to such director, officer or stockholder, at the general post office in the City of Gambrills, Maryland, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any stockholder, director or officer may waive any notice required to be given under these By-Laws.

ARTICLE IX

Amendments

SECTION I. Amendment of By-Laws. The Board of Directors shall have the power and authority to amend, alter or repeal these By- Laws or any provision thereof, and may from time to the make additional By-Laws.

ARTICLE X

Indemnification

SECTION I, Definitions. As used in this Article X, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the "Indemnification Section") shall have the same meaning as provided in the Indemnification Section.

SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the indemnification Section.

Exhibit 3.6

Certificate of Amendment for Aeroptic, LLC

Identification No. 000948575

Date of filing of the original Certificate of Organization: 04/04/2007

a. Exact name of the limited liability company: Aeroptic, LLC.

b. The exact name of the limited liability company as amended is: Aeroptic, LLC.

Location of its principal office:

250 Clark Street

North Andover, MA 01845

USA

As amended, the general character of business, and if the limited liability company is organized to render professional service, the service to be rendered: n/a

The latest date of dissolution, if specified: n/a

Name and address of the Resident Agent:

National Corporate Research, LTD

44 School Street, #325

Boston, MA 02108

USA

The name and business address of each manager, if any:

Title	Individual Name First, Middle, Last, Suffix	Address Address, City or Town, State, Zip Code
Manager	William J. Weber	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA
Manager	Michael J. Alber	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA
Manager	Mark A. Willard	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA

The name and business address of the person(s) in addition to the manager(s), authorized to execute documents to be filed with the Corporations Division, and at least one person should be named if there are no managers.

Title

Individual Name

First, Middle, Last,
Suffix

Address

Address, City or Town, State, Zip Code

SOC Signatory

Kimberly J. DeChello

7740 Milestone Parkway, Suite 400,

Hanover, MD 21076, USA

The name and business address of the person(s) authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property:

Title	Individual Name First, Middle, Last, Suffix	Address Address, City or Town, State, Zip Code
Real Property	Mark A. Willard	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA
Real Property	William J. Weber	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA
Real Property	Michael J. Alber	7740 Milestone Parkway, Suite 400, Hanover, MD 21076, USA

Additional Matters: n/a

10.

State the amendments to the certificate:

Remove Philip Calamia. Add Michael J. Alber.

11.

The amendment certificate shall be effective when filed unless a later effective date is specified: n/a

SIGNED UNDER THE PENALTIES OF PERJURY, this 2^nd day of August, 2016,

/s/ Kimberly J. DeChello

Signature of Authorized Signatory

MA SOC Filing Number: 201692866620 Date: 8/2/2016 2:23:00 PM

THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:

	August 02, 2016 02:23 PM

	/s/ William Francis Galvin

	WILLIAM FRANCIS GALVIN

	Secretary of the Commonwealth

Exhibit 3.7

First Amended and Restated Operating Agreement

Aeroptic, LLC

This First Amended and Restated Operating Agreement (the “Agreement”) relating to Aeroptic, LLC (the “Company”) a Massachusetts limited liability company, dated as of the June 13, 2016, is by The KEYW Corporation (“Member”) being the sole Member of the Company, and William J. Weber, Mark A. Willard, and Michael J. Alber (all three, the “Managers”) (as defined in Section 8 hereof), and hereby amends and restates in its entirety, that certain Fourth Amended and Restated Operating Agreement of FLI-HII, LLC dated October 16, 2015.

WHEREAS, effective June 13, 2016, the Member desires to remove Philip L. Calamia as a Manager of the Company;

WHEREAS, effective June 13, 2016, the Member desires to add Michael J. Alber as a Manager of the Company; and

WHEREAS, effective June 13, 2016, the Member desires to replace Philip L. Calamia with Michael J. Alber as the “tax matters partner” of the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties hereto hereby agree as follows:

Operating Agreement

1. Name of the Company

The name of the Company shall be “Aeroptic, LLC”. The Company may do business under that name and under any other name or names upon which 100% of the Members agree. If the Company does business under a name other than that set forth in its Certificate of Organization, the Company shall file a trade name or doing business certificate or any other documents as required by applicable law.

2. Purpose

The general purpose of the business of the Company is to (i) sell aerial imaging services and products; (ii) invest in, own, operate, lease, exchange, purchase, and sell aircraft; and (iii) otherwise engage in any lawful business, act or activity for which limited liability companies may be organized under the Act.

3. Powers

The Company shall have all of the powers necessary or convenient to the conduct, promotion or attainment of the business, trade, profession, purposes or activities of the Company, including, without limitation, all of the powers of an individual, partnership, corporation or other entity under Massachusetts law.

4. Term

The term of the Company began upon the filing of the Certificate of Organization with the Secretary of the Commonwealth of Massachusetts and shall have perpetual existence, unless its existence is sooner terminated pursuant to Section 16 of this Agreement.

5. Office

The office of the Company in the Commonwealth of Massachusetts shall be located at 250 Clark Street, North Andover, Massachusetts 01845 or at any other place within the Commonwealth of Massachusetts upon which all Members agree.

6. Resident Agent

The name and address of the Company’s resident agent in the Commonwealth of Massachusetts shall be National Corporate Research, LTD, 44 School Street, #325, Boston, MA 02108, USA.

7. Interest Holders

The name, present mailing address and percentage interest held in the Company (hereinafter sometimes referred to as “Percentage Interests”) of each Member and any other interest holders in the Company (Members and other interest holders are hereinafter sometimes collectively referred to as “Interest Holders” and each as an “Interest Holder”) is set forth on Exhibit A hereto. Exhibit A shall also indicate which Interest Holders are Members and which Interest Holders are non-Members.

8. Management.

(a) Managers and Officers. The Company shall be managed by the Managers, who may, but need not, be a Member. William J. Weber, Mark A. Willard, and Michael J. Alber are hereby designated to serve as the managers (the managers and any future managers (if any) elected pursuant to the terms of this Agreement shall hereinafter be referred to as a “Manager” and collectively the “Managers”), and their addresses are set forth in Exhibit B hereto. William J. Weber is hereby designated to serve as the Chief Executive Officer and President of the Company.

(b) Management. The business and affairs of the Company shall be managed by its Managers. The Managers shall direct, manage, and control the business of the Company to the best of his/her/their ability. Except for situations in which the approval of the Member is expressly required by this Agreement (in any Section hereof) or by nonwaivable provisions of the Act or other applicable law, the Managers (and each Manager acting individually except as set forth in the following paragraph) shall have full and complete authority, power, and discretion to direct, manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, and to delegate to any officers appointed by the Members such functions and responsibilities as are usual and customary for such officer positions.

At any time when there is more than one Manager, any one Manager may take any action permitted to be taken by the “Managers”, unless approval of more than one of the Managers is expressly required pursuant to this Agreement, the Act or other applicable law. For the avoidance of doubt, if more than one of the Managers is required to approve a certain action by any provision of this Agreement, such provision shall specify the exact number of Managers required to take such action (i.e. two, three, etc.) or state “all Managers” (otherwise the use of the word “Managers” by itself does not mean that the approval of more than one Manager is required).

(c) Number, Tenure, and Qualification. The number of Managers of the Company shall be fixed from time to time, and the Managers shall be elected, by the affirmative vote or written consent of the Members holding fifty percent (50%) of the interests in the Company (based on Percentage Interests held by Members as set forth on Exhibit A hereto). At no time shall there be less than one Manager. Each Manager shall hold office (i) until his or her death or resignation, (ii) until a successor shall have been elected, or (iii) until the Members holding more than fifty percent (50%) of the interests in the Company consent to remove such Manager from his or her position (as a Manager of the Company).

(d) Extraordinary Actions. Notwithstanding anything in this Agreement to the contrary, no act shall be taken or sum expended or obligations incurred by the Company which constitutes “Extraordinary Actions” as defined herein, unless the same has been approved by an affirmative vote of Members holding more than fifty percent (50%) of the Percentage Interests then held by Members. “Extraordinary Actions” shall mean:

(i) sale, gross lease or other transfer of all or substantially all of the assets of the Company to one buyer/lessee;

(ii) the placing of any encumbrance on assets of the Company;

(iii) the borrowing of money (including refinancings) for the Company from any person, entity, banks, other lending institutions, any of the Managers, any of the Members, or entities in which any of the Managers or Members have an interest, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers or to the extent permitted under the Act, by agents or employees of the Company expressly authorized by the Managers to contract such debt or incur such liability;

(iv) lending, assuming or guaranteeing debt in excess of $25,000.00 in any fiscal year;

(v) making any expenditure or incurring any obligations by or of the Company involving a sum in excess of $25,000.00 for any transaction or group of similar transactions, except for expenditures made and obligations incurred pursuant to a contract theretofore approved by the Members up to the amount specified therein;

(vi) the recoveries of damage awards or insurance proceeds, or the condemnation of any property of the Company; or

(vii) any other decision or action which by any provisions of this Agreement, the Act or other applicable law is required to be approved by the Members.

(e) Compensation of Managers. Managers shall be entitled to reasonable compensation, as approved by the Members, for services or activities undertaken in their capacity as Managers, and shall be entitled to reimbursement of expenses reasonably incurred on behalf of the Company.

(f) Officers. The Members in their discretion may (but shall not be obligated to) appoint officers of the Company, including a chief executive officer, president, executive vice president, one or more vice presidents, a treasurer, chief financial officer and a secretary. Any such officers shall be elected annually by the Members. Each officer shall hold office until the officer’s successor is elected and qualifies or until the officer’s death, resignation, or removal in the manner hereinafter provided. Election of an officer or agent shall not of itself create any rights between the Company and that officer or agent. Any officer or agent of the Company may be removed by the Manager or by majority vote of the Percentage Interests then held by Members. Any officer of the Company may resign at any time by giving written notice to the Company. A vacancy in any office may be filled by majority vote of the Percentage Interests then held by Members. All officers (if any) shall act under the direction and control of the Manager.

9. Members

(a) Voting of Members. All Members shall be entitled to vote on any matter concerning the Company’s business which is expressly reserved to them by this Agreement, the Act or other applicable law. Unless a greater vote is required by this Agreement, the Act or other applicable law, the affirmative vote or consent of Members holding more than fifty percent (50%) of the interests in the Company then held by Members is required for any action to be taken by Members. Non-Member Interest Holders shall not have any voting rights.

(b) Meetings of Members. Meetings of Members for any proper purpose or purposes may be called at any time by the Members holding at least fifty percent (50%) of the interests in the Company then held by Members. The Company shall deliver or mail notice stating the date, time, place, and purpose of any meeting to each Member entitled to vote at the meeting. The notice shall be given not less than five (5) or more than sixty (60) days before the meeting date.

(c) Consent of Members. Any action required or permitted to be taken at a meeting of the Members may be taken by consent without a meeting, prior notice, or a vote. The consent must be in writing, set forth the action taken, and be signed by the Members having at least the minimum amount of interests in the Company necessary to authorize or take such an action at a meeting at which all Members are present and voting. Every written consent shall also bear the date signifying when each Member signed the consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who did not consent in writing to the action.

(d) Limitation on Authority of Members.

(i) No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member.

(ii) Any Member who takes any action or binds the Company in violation of this Section 8(d) shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

10. Capital Contributions; Capital Accounts; and Liability of Members.

(a) Member previously contributed to the Company cash in the amount set forth on Exhibit A attached hereto.

(b) Except as otherwise provided in this Section 10, no Interest Holder shall be obligated or permitted to contribute any additional capital to the Company. No interest shall accrue on any contributions to the capital of the Company, and no Interest Holder shall have the right to withdraw or to be repaid any capital contributed by it or to receive any other payment in respect of its interest in the Company, including without limitation as a result of the withdrawal or resignation of such Member (if such Interest Holder is also a Member) from the Company, except as specifically provided in this Agreement.

(c) A separate capital account shall be established for each Interest Holder, and shall be maintained in accordance with applicable regulations under the Internal Revenue Code of 1986, as amended (the “Code”). To the extent consistent with such regulations, there shall be credited to each Interest Holder's capital account the amount of any contribution of capital made by such Interest Holder to the Company (subject to the contribution restrictions within this Section 10), and such Interest Holder's share of the net profits of the Company, and there shall be charged against each Interest Holder's capital account the amount of all distributions to such Interest Holder, and such Interest Holder's share of the net losses of the Company.

(d) The liability of the Interest Holders for the losses, debts and obligations of the Company shall be limited to their capital contributions (subject to the contribution restrictions within this Section 10); provided, however, that under applicable law, the Interest Holders may under certain circumstances be liable to the Company to the extent of previous distributions made to them in the event that the Company does not have sufficient assets to discharge its liabilities. No Interest Holder, in his, her or its capacity as a Member or as a non-Member Interest Holder, shall have any liability to restore any negative balance in his or her Capital Account. In no event shall any Interest Holder, in his or her capacity as a Member or non-Member Interest Holder, be personally liable for any liabilities or obligations of the Company.

11. Return of Contributions.

The contribution of each Interest Holder is to be returned to such Interest Holder only upon the termination and liquidation of the Company, but contributions may be returned prior to such time if agreed upon by all Members.

12. Share of Profits and Other Items.

(a) The net profits, net losses, net cash flow, and net proceeds of any sale or refinancing of any property of the Company or upon liquidation of the Company shall be allocated among the Interest Holders according to the Percentage Interests of each Interest Holder. Subject to the foregoing, distributions to the Interest Holders shall be made at such times and in such amounts as the Members shall determine.

(b) Net profits and net losses shall, for both accounting and tax purposes, be net profits and net losses as determined for reporting on the Company's federal income tax return. For tax purposes, all items of depreciation, gain, loss, deduction, or credit shall be determined in accordance with the Code and, except to the extent otherwise required by the Code, allocated to and among the Interest Holders in the same percentages in which the Interest Holders share in net profits and net losses.

13. Transfers of a Interest Holder’s interest in the Company.

Subject to Section 14 of this Agreement, no Member may sell, assign, give, pledge, hypothecate, encumber, or otherwise transfer, including, without limitation, any assignment or transfer by operation of law or by order of court, such Member's interest in the Company or any part thereof, or in all or any part of the assets of the Company, without the unanimous written consent of all of the Members, and any purported assignment without such consent shall be null and void and of no effect whatsoever.

14. Admission of Additional Members.

No person or entity, including any transferee or holder by operation of law of the interest of an Interest Holder, may be admitted to the Company as a Member, except with the consent of all the Members (not including an Interest Holder who is then transferring all of his, her or its interest in the Company, if such Interest Holder is also a Member) in their sole discretion.

15. Priorities.

No Interest Holder shall have any rights or priority over any other Interest Holders as to contributions or as to distributions or compensation by way of income.

16. Events of Dissolution.

The Company shall be dissolved upon the written consent of all Members.

17. Termination of Membership; Return of Capital.

No Member may terminate his, her or its membership in the Company or have any right to distributions respecting his, her or its interest in the Company (upon withdrawal or resignation from the Company or otherwise) except as expressly set forth herein. No non-Member Interest Holder shall have any right to distributions respecting his, her or its Percentage Interests except as expressly set forth herein. No Interest Holder shall have the right to demand or receive property other than cash in return for such Interest Holder's contribution.

18. Books and Records; Bank Accounts.

(a) The Managers shall cause the Company to keep just and true books of account with respect to the operations of the Company. Such books shall be maintained at the principal place of business of the Company, or at such other place as the Managers shall determine, and all Members and Managers, and their duly authorized representatives, shall at all reasonable times have access to such books. Within seventy-five (75) days after the end of each fiscal year of the Company, each Member (who was a Member at any time during the fiscal year then ended) shall be furnished with financial statements which shall contain a balance sheet as of the end of the fiscal year and statements of income and cash flows for such fiscal year. In addition, within seventy-five (75) days after the end of each taxable year of the Company, each person who was a non-Member Interest Holder (at any time during the fiscal year then ended) shall be furnished with that tax information concerning the Company which is necessary for preparing such Interest Holder’s income tax returns for that year. Any Member may, at any time, at his, her, or its own expense, cause an audit or review of the Company books to be made by a certified public accountant of his, her or its own selection.

(b) Such books shall be kept on the cash basis method of accounting, or on such other method of accounting as all Managers may from time to time determine, and shall be closed and balanced as of December 31 in each year. The same method of accounting shall be used for both Company accounting and tax purposes. The fiscal year of the Company shall be the calendar year.

(c) All Managers shall cause the Company to maintain one or more accounts in a bank (or banks) which is a member of the F.D.I.C. or has some other form of insurance, which accounts shall be used for the payment of the expenditures incurred by the Managers in connection with the business of the Company, and in which shall be deposited any and all cash receipts. All such amounts shall be and remain the property of the Company, and shall be received, held, and disbursed by the Managers for the purposes specified in this Agreement.

(d) Michael J. Alber shall be the “tax matters partner” of the Company for purposes of the Code.

19. Indemnity; Other Business.

(a) No Manager nor any Member shall be liable, responsible or accountable, in damages or otherwise, to any other Member or Manager or to the Company for any act performed by a (i) Manager within the scope of the authority conferred on a Manager by this Agreement, or (ii) Member with respect to Company matters, except with respect to any matter as to which such Manager or such Member shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Company.

(b) The Company shall indemnify each Manager and each Member for any act performed by a (i) Manager within the scope of the authority conferred on a Manager by this Agreement, or (ii) Member with respect to Company matters, except with respect to any matter as to which such Manager or such Member shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Company.

(c) Any Manager or any Member and any affiliates of any of them may engage in and possess interests in other business ventures and investment opportunities of every kind and description, independently or with others, including serving as managers and general partners of other limited liability companies and partnerships with purposes similar to those of the Company. Neither the Company, nor any other Member or Manager shall have any rights in or to such ventures or opportunities or the income or profits therefrom.

20. Miscellaneous.

(a) Subject to the restrictions on transfers set forth herein, this Agreement, and each and every provision hereof, shall be binding upon and shall inure to the benefit of the Managers and Members, their respective successors, successors-in-title, heirs, and permitted assigns (all only to the extent otherwise permitted by the provisions of this Agreement); and each and every successor-in-interest to any Member (if such successor-in-interest is otherwise permitted by the provisions of this Agreement) , whether such successor acquires such interest by way of gift, purchase, foreclosure, or any other method, shall hold such interest subject to all of the terms and provisions of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of any Manager, Member or non-Member Interest Holder, or any creditor of the Company other than a Manager or Member who is such a creditor of the Company.

(b) No change, modification, or amendment of this Agreement shall be valid or binding unless such change, modification, or amendment shall be in writing and duly executed by all of the Members. If such change modification, or amendment of this Agreement affects the direct rights or obligations of the Managers under this Agreement, then such change, modification, or amendment shall be consented to in writing by any so affected Manager (pursuant to Section 8(c) hereof, Members holding more than fifty percent (50%) of the Percentage Interests then held by Members shall have the right to remove any Manager from his or her position (as a Manager of the Company)). If such change, modification, or amendment of this Agreement affects the direct rights or obligations of any non-Member Interest Holder under this Agreement, then such change, modification, or amendment shall be consented to in writing by any so affected non-Member Interest Holder.

(c) This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

(d) This Agreement may be executed in a number of counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the Members and Managers notwithstanding that all Members and/or Managers have not signed the same counterpart.

(e) Any and all notices under this Agreement shall be effective (i) on the third business day after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) on the first business day after being sent by express mail, facsimile transmission, or commercial next business day delivery service providing a confirmation of delivery, or (iii) upon delivery to the recipient in person. All such notices in order to be effective shall be addressed, if to the Company, at its registered office under the Act, if to a Manager, Member or non-Member Interest Holder, at the last address of record on the Company books, and copies of such notices shall also be sent to the last address for the recipient which is known to the sender, if different from the address so specified.

(f) Each provision of this Agreement shall be considered separable and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

(g) This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first above written.

MEMBER:

The KEYW Corporation

By:	/s/ William J. Weber
	William J. Weber, Chief Executive Officer

MANAGER:

/s/ William J. Weber

William J. Weber, Manager

/s/ Mark A. Willard

Mark A. Willard, Manager

/s/ Michael J. Alber

Michael J. Alber, Manager

Exhibit A

Fourth Amended and Restated Operating Agreement

FLI-HI LLC

NAME AND ADDRESSES OF INTEREST HOLDERS		“MEMBER” OR “NON-MEMBER”		INITIAL CAPITAL CONTRIBUTION				PERCENTAGE INTEREST
The KEYW Corporation Attn: William J. Weber 7740 Milestone Parkway, Suite 400 Hanover, MD 21076		Member		$	1,000				100	%

Exhibit B

Operating Agreement

FLI-HI LLC

Managers’ Addresses:

William J. Weber

7740 Milestone Parkway, Suite 400
Hanover, MD 21076

Mark A. Willard

7740 Milestone Parkway, Suite 400
Hanover, MD 21076

Michael J. Alber

7740 Milestone Parkway, Suite 400
Hanover, MD 21076

Exhibit 3.8

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GEOVANTAGE, INC.
A DELAWARE CORPORATION

GeoVantage, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows:

The name of the Corporation is GeoVantage, Inc. The Corporation was originally incorporated under the name of GeoVantage, Inc., and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 29, 1998.

This Amended and Restated Certificate of Incorporation has been duly approved and adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of Sections 141, 228, 242 and 245 of the Delaware General Corporation Law.

The Corporation’s Certificate of Incorporation, as heretofore amended, is hereby amended and restated in its entirety to provide as herein set forth in full.

FIRST. The name of the Corporation is GeoVantage, Inc.

SECOND. The address of the Corporation’s registered office in the state of Delaware is 850 New Burton Road, Suite 201, Dover, DE 19904, in Kent County. The name of the Corporation’s registered agent at such address is National Corporate Research, Ltd.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is 4,000,000 shares of Common Stock with a par value of $0.01 per share. The holders of Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the Corporation and each share of Common Stock shall be entitled to one vote.

FIFTH. The Corporation is to have perpetual existence.

SIXTH. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall by three (3), which number may be increased or decreased from time to time pursuant to the charter or the bylaws of the Corporation. The Board of Directors of the Corporation is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation.

SEVENTH. The Corporation reserves the right to adopt, repeal, rescind, alter, or amend in any respect any provision contained in this Amended and Restated Certificate of Incorporation, including but not restricted to, any amendments changing the terms of any class or series of its stock by classification, reclassification, or otherwise, and all rights conferred on stockholders herein are granted subject to this reservation.

EIGHTH. The Corporation shall indemnify its directors and shall provide advancement of expenses to the maximum extent provided by the Delaware General Corporation Law. The Board of Directors shall have the power to adopt bylaws or resolutions for the indemnification of the Corporation’s directors, officer, employees, and agents, provided that any such bylaws or resolutions shall be consistent with applicable law. To the maximum extent that the Delaware General Corporation Law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any provision of the Charter or bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentences with respect to any act or failure to act which occurred prior to such amendment, repeal, or adoption.

NINTH. Meetings of stockholders may be held within or outside of the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed in its name and on its behalf by its Chief Executive Officer this 23rd day of September 2016.

	GEOVANTAGE, INC.

	By:	/s/ William J. Weber
	William J. Weber
	Chief Executive Officer

Exhibit 3.9

Adopted:

August 22, 2016

GEOVANTAGE, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

SECTION 2. Other Offices. The Corporation may also have offices at other such places both within and outside of the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on a day duly designated by the Board of Directors, if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

SECTION 2. Special Meetings. Special meetings of the stockholders may be called at any time for any purpose of purposes by the Chairman of the Board, the Chief Executive Officer, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the Chief Executive Officer, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of the holders of a majority of all the shares outstanding and entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes stated in the notice of the meeting.

SECTION 3. Place of Holding Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

SECTION 4. Notice of Meetings. Written notice of each meeting of the stockholders shall be mailed, postage prepaid by the Secretary, to each stockholder of record entitled to vote, at his/its post office address as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 5. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 6. Conduct of Meetings. Meetings of stockholders shall be presided over by the Chief Executive Officer or President of the Corporation or, if neither is present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

SECTION 7. Voting. At all meetings of stockholders, every stockholder entitled to vote shall have one (1) vote for each share of stock standing in his/its name on the books of the Corporation on the date for the determination of stockholders entitled to vote at such meeting. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his/its duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast as a duly constituted meeting, except as otherwise provided by law, in the Certificate of Incorporation or by these By-Laws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of the holders of ten percent (10%) of the stock entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

SECTION 2. Number and Term of Office. The number of directors shall be three (3) or such other number as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his successor shall be elected and shall qualify.

SECTION 3. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by affirmative vote of the holders of a majority of the stock.

SECTION 4. Place of Meeting. The Board of Directors by may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Delaware, at such place or places as they may from time to time determine by resolution or written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the General Corporation Law of Delaware.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual stockholders’ meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

SECTION 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the Chief Executive Officer and must be called by the Chairman of the Board, the Chief Executive Officer, or the Secretary upon written request of a majority of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting or by telegraphing the same at least two (2) days before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place, and objectives of any special meeting.

SECTION 7. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Certificate of Incorporation or by these By-Laws.

SECTION 8. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 9. Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors and delegate to these committees in the intervals between meetings of the Board of Directors any of the powers of the Board of Directors, except the power to approve any merger or share exchange which does not require stockholder approval, amend the By-Laws, issue stock or recommend to the stockholders any action which requires stockholder approval. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in place of an absent member.

ARTICLE III

Corporation Executive Officers

SECTION 3. Powers and Duties of the Chief Executive Officer. The Chief Executive Officer shall have general charge and control of all business affairs and properties of the Corporation. He shall preside at all meetings of the stockholders and shall have supervisory authority over all officers of the Corporation.

The Chief Executive Officer may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president or chief executive officer of a corporation. The Chief Executive Officer shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

In the event that the Board of Directors does not take affirmative action to fill the office of Chairman of the Board, the Chief Executive Officer shall assume and perform all powers and duties given to the Chairman of the Board by these By-Laws.

SECTION 4. President and Executive Vice-Presidents. The Board of Directors shall have the power to designate a President and one or more Executive Vice-Presidents of the Corporation. The President, at the request of the Chief Executive Officer or in his absence or during his inability to act, shall perform the duties and exercise the functions of the Chief Executive Officer, and when so acting shall have the powers of the Chief Executive Officer. The Board of Directors may determine any of the duties and functions to be performed by any President or Executive Vice Presidents designated by the Board, or if such determination is not made by the Board of Directors, the Chief Executive Officer may make such determination. Any President or Executive Vice-Presidents shall have such powers and perform such duties, and have such additional descriptive designations in their titles (if any), as may be assigned by the Board of Directors or the Chief Executive Officer.

SECTION 5. Vice-Presidents and Chief Administrative Officer. The Board of Directors may also appoint a Chief Administrative Officer and any number of Vice-Presidents, who shall be distinguished from Executive Vice-Presidents. The Chief Administrative Officer, Vice-President or Vice-Presidents (if any), shall perform whatever duties and have whatever powers the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the directors or stockholders upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the stockholder and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors or the Chief Executive Officer. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Chief Executive Officer, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the Chief Executive Officer.

SECTION 7. Treasurer or Chief Financial Officer. The Treasurer or Chief Financial Officer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors or the Chief Executive Officer.

The Treasurer or Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or Chief Executive Officer, taking proper vouchers for such disbursements. He shall render to the Chief Executive Officer and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer or Chief Financial Officer and of the financial condition of the Corporation.

The Treasurer or Chief Financial Officer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the Chief Executive Officer.

SECTION 8. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Financial Officer. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 9. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE IV

Capital Stock

SECTION 1. Issuance of Certificates of Stock. The certificates for shares of the stock of the Corporation shall be of such form not inconsistent with the Certificate of Incorporation, or its amendments, as shall be approved by the Board of Directors. All certificates shall be signed by the Chief Executive Officer or President and countersigned by the Secretary or by an Assistant Secretary. All certificates for each class of stock shall be consecutively numbered. The name of the person owning the shares issued and the address of the holder shall be entered in the Corporation’s books. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates representing the same number of shares shall be issued until the former certificate or certificates for the same number of shares have been surrendered, and cancelled, unless a certificate of stock be lost or destroyed, in which event another may be issued in its stead upon proof of such loss or destruction and unless waived by the Chief Executive Officer, the giving of satisfactory bond of indemnity not exceeding an amount double the value of the stock. Both such proof and such bond shall be in a form approved by the general counsel of the Corporation and by the Transfer Agent of the Corporation and by the Registrar of the stock.

SECTION 2. Transfers of Shares. Shares of the capital stock of the Corporation shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney upon surrender and cancellation of certificates for a like number of shares as hereinbefore provided.

SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Laws of Delaware.

SECTION 4. Closing Transfer Books. The Board of Directors may fix the time, not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, during which time the books of the Corporation shall be closed against transfers of stock, or, in lieu thereof, the directors may fix a date not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, as record date for the determination of the stockholders entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be; and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be.

ARTICLE V

Corporate Seal

SECTION 1. Seal. In the event that the Chief Executive Officer shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Delaware”. Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VI

Bank Accounts and Loans

SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Chief Executive Officer or Chief Financial Officer and countersigned by the Secretary or an Assistant Secretary or an Assistant Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to guaranty indebtedness of third parties and to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such guaranties, loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such guaranties, loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security (including but not limited to the grant of liens or security interests in any assets of the Corporation), or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

ARTICLE VII

Reimbursements

Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such allowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE VIII

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of every year.

SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each stockholder, officer or director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any stockholder, director, or officer may waive any notice required to be given under these By-Laws.

ARTICLE IX

Amendments

SECTION 1. Amendment of By-Laws. The Board of Directors shall have the power and authority to amend, alter, or repeal these By-Laws or any provision thereof, and may from time to the make additional By-Laws.

ARTICLE X

Indemnification

SECTION 1. Definitions. As used in this Article X, any word or words that are defined in Section 145 of the General Corporation Law of the Annotated Code of Delaware, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

Exhibit 3.10

AMENDED AND RESTATED ARTICLES OF INCORPORATION

HEXIS CYBER SOLUTIONS, INC.

Article I: Name

The name of the corporation (which is hereafter referred to as the “Corporation”) is Hexis Cyber Solutions, Inc..

Article II: Period of Duration

The period of duration of the Corporation is perpetual.

Article III: Purposes and Powers

The purposes for which the Corporation is formed are (1) to engage in the provision of information technology solutions and services and (2) to engage in any other lawful act, activity or business for which the corporation may now or hereafter be organized under the Maryland General Corporation Law (the “MGCL”). The Corporation shall have all the general powers granted by law to Maryland corporations and all other powers not inconsistent with law which are appropriate to promote and attain its purposes. The enumeration of the foregoing powers and purposes shall not be deemed to exclude any powers, rights, or privileges so granted or conferred.

Article IV: Principal Office and Resident Agent

The post office address of the principal office of the Corporation in this State is 7740 Milestone Parkway, Suite 400, Hanover, MD 21076. The name of the Resident Agent of the Corporation in this State is The Corporation Trust Incorporated at 351 West Camden Street, Baltimore, MD 21201.

Article V: Stock

(1) The total number of shares of capital stock which the Corporation has authority to issue is one hundred thousand (100,000) shares of common stock (“Common Stock”) of the Corporation, par value of one tenth of one cent ($0.001) per share. The aggregate par value of all shares of all classes is One Hundred Dollars ($100.00). The Corporation, by action of its board of directors but without stockholder action, may amend the Charter to increase or decrease the aggregate number of shares of capital stock of the Corporation that the Corporation has authority to issue.

(2) Each share of Common Stock shall entitle the holder to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions authorized by Board of Directors in accordance with the MGCL and to all rights of a stockholder pursuant thereto. The Common Stock shall have no preferences or preemptive, conversion or exchange rights.

(3) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares or otherwise, is permitted under MGCL, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights upon dissolution are superior to those receiving the distribution.

Article VI: Directors

(1) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

(2) The number of directors of the Corporation shall be four (4), which number may be increased or decreased from time to time pursuant to the Charter or the By-Laws of the Corporation (the “By-Laws”). The names of the current directors who shall act until their 'successors are duly chosen and qualified, are (i) Leonard E. Moodispaw, who shall serve as Chairman of the Board of Directors, (ii) John E. Krobath, (iii) Kimberly J. DeChello, and (iv) Chris Fedde.

(3) Any director or the entire Board of Directors may be removed from office as a director or directors at any time, with or without cause, by the affirmative vote at a duly called meeting of stockholders of a majority of the votes entitled to be cast generally for the election of directors.

(4) Vacancies in the Board of Directors, except for vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, even if less than a quorum, except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs. Vacancies resulting from an increase in the number of directors shall be filled only by a majority vote of the entire Board of Directors. Except to the extent provided in the Charter, no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(5) Except to the extent prohibited by law or limited by the Charter or By-Laws, the Board of Directors shall have the power (which, to the extent exercised, shall be exclusive) to fix the number of directors and to establish the rules and procedures that govern the internal affairs of the Board of Directors and nominations for director, including, without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the directors' power to manage the business and affairs of the Corporation.

Article VII: Provisions Defining, Limiting, and Regulating Powers

The following provisions are hereby adopted for the purpose of defining, limiting, and regulating the powers of the Corporation and of the directors and stockholders.

Article VIII: Maryland Business Combination Statute

Article IX: Bylaws

The Board of Directors shall have the power, at any regular of special meeting of the Board of Directors (or by action taken pursuant to Article XIII), to make and adopt, or to amend, rescind, alter or repeal, any Bylaws. The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the provisions of the Charter.

Article X: Inspection of Records by Stockholders

The Board of Directors shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the books, records, accounts, and documents of the Corporation, or any of them, shall be open to inspection by stockholders, except as otherwise provided by law or by the Bylaws; and except as so provided no stockholders shall have any rights to inspect any book, record, account or document of the Corporation unless authorized to do so by resolution of the Board of Directors.

Article XI: Compensation

The Board of Directors in its discretion may allow, in and by the By-Laws or by resolution, the payment of expenses, if any, to directors for attendance at each regular or special meeting of the Board of Directors or of any committee thereof, and the payment of reasonable compensation to such directors for their services as members of the Board of Directors, or any committee thereof, and shall fix the basis and conditions upon which such expenses and compensation shall be paid. Any member of the Board of Directors or of a committee thereof also may serve the Corporation in any other capacity and receive compensation therefore in any form.

Article XII: Indemnification and Limitation of Liability of Directors and Officers

(1) The Corporation shall indemnify its directors and shall provide advancement of expenses to the maximum extent provided by Maryland law. The Board of Directors shall have the power to adopt By-Laws or resolutions for the indemnification of the Corporation's directors, officers, employees and agents, provided that any such By-Laws or resolutions shall be consistent with applicable law.

(2) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders of money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any provision of the Charter or By-Laws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal, or adoption.

Article XIII: Informal Action by Board of Directors

Article XIV: Informal Action by the Stockholders

Exhibit 3.11

Adopted:

July 16, 2013

HEXIS CYBER SOLUTIONS, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Stockholders

SECTION 4. Notice of Meetings. Written notice of each meeting of the stockholders shall be mailed, postage prepaid by the Secretary, to each stockholder of record entitled to vote, at his/its post office address as it appears upon the books of the Corporation, at least ten (10)days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 5. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as other wise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 7. Voting. At all meetings of stockholders, every stockholder entitled to vote shall have one (1) vote for each share of stock standing in his/its name on the books of the Corporation on the date for the determination of stockholders entitled to vote at such meeting. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his/its duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast as a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of the holders of ten percent (10%) of the stock entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

SECTION 2. Number and Term of Office. The number of directors shall be four (4) or such other number as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors need not be stockholders. The directors shall be elected each year at the annual meeting of stockholders, except as hereinafter provided, and each director shall serve until his successor shall be elected and shall qualify.

SECTION 4. Place of Meeting. The Board of Directors by may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or written consent of all the directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation law.

ARTICLE III

Corporation Executive Officers

SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a Chief Executive Officer, President, Chief Financial Officer and a Secretary, and also such other officers including a Chairman of the Board, Treasurer and/or one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the stockholders except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The Chief Executive Officer and Chairman of the Board shall be directors and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board.

SECTION 5. Vice-Presidents. The Board of Directors may also appoint any number of Vice-Presidents, who shall be distinguished from Executive Vice-Presidents. The Vice-President or Vice-Presidents (if any), shall perform whatever duties and have whatever powers the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the directors or stockholders upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the stockholder and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors or the Chief Executive Officer. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Chief Executive Officer, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the Chief Executive Officer.

SECTION 8. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Financial Officer. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 9. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE IV

Capital Stock

SECTION 1. Issuance of Certificates of Stock. The certificates for shares of the stock of the Corporation shall be of such form not inconsistent with the Articles of Incorporation, or its amendments, as shall be approved by the Board of Directors. All certificates shall be signed by the Chief Executive Officer or President and countersigned by the Secretary or by an Assistant Secretary. All certificates for each class of stock shall be consecutively numbered. The name of the person owning the shares issued and the address of the holder shall be entered in the Corporation’s books. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates representing the same number of shares shall be issued until the former certificate or certificates for the same number of shares have been surrendered, and cancelled, unless a certificate of stock be lost or destroyed, in which event another may be issued in its stead upon proof of such loss or destruction and unless waived by the Chief Executive Officer, the giving of satisfactory bond of indemnity not exceeding an amount double the value of the stock. Both such proof and such bond shall be in a form approved by the general counsel of the Corporation and by the Transfer Agent of the Corporation and by the Registrar of the stock.

SECTION 4. Closing Transfer Books. The Board of Directors may fix the time, not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, during which time the books of the Corporation shall be closed against transfers of stock, or, in lieu thereof, the directors may fix a date not exceeding ten (10) days preceding the date of any meeting of stockholders or any dividend payment date or any date for the allotment of rights, as record date for the determination of the stockholders entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be; and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be.

ARTICLE V

Corporate Seal

SECTION 1. Seal. In the event that the Chief Executive Officer shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Maryland”. Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VI

Bank Accounts and Loans

SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Chief Executive Officer or Chief Financial Officer and countersigned by the Secretary or an Assistant Secretary or an Assistant Treasurer of the Corporation.

ARTICLE VII

Reimbursements

Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such allowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE VIII

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of every year.

ARTICLE IX

Amendments

ARTICLE X

Indemnification

SECTION 1. Definitions. As used in this Article X, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee o ragent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

Exhibit 3.12

ARTICLES OF INCORPORATION

SENSAGE, INC.

ARTICLE I

The name of the Corporation is SenSage, Inc.

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

The name of the Corporation’s initial agent for service of process in the State of California, in accordance with subdivision (b) of Section 1502 of the General Corporation Law, is: CT Corporation System.

ARTICLE IV

The Corporation is authorized to issue only one class of shares, and the total number of shares that the Corporation is authorized to issue is five thousand (5,000).

ARTICLE V

Section 1. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

Section 2. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with the agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation or its shareholders. The Corporation is further authorized to provide insurance for agents as set forth in Section 317 of the California Corporations Code, provided that, in cases where the Corporation owns all or a portion of the shares of the company issuing the insurance policy, the company and/or the policy must meet one of the two sets of conditions set forth in Section 317, as amended.

Section 3. Any repeal or modification of the foregoing provisions of this Article V by the shareholders of this Corporation shall not adversely affect any right or protection of an agent of this Corporation existing at the time of such repeal or modification.

Exhibit 3.13

Adopted:

October 13, 2012

SENSAGE, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

SECTION 1. Principal Executive Office and Other Offices. The principal executive office of SenSage, Inc. (the “Corporation”) is hereby fixed and located at: 7740 Milestone Parkway, Suite 400, Hanover, MD 21076. The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on these Bylaws by the Secretary opposite this Section or this Section may be amended to state the new location. Other business offices may at any time be established at any place or places specified by the Board of Directors.

ARTICLE II

Shareholders

SECTION 1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such place and at such time as designated by the Board of Directors, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting. If the annual meeting of the shareholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these Bylaws.

SECTION 2. Special Meetings. Special meetings of the shareholders may be called at any time for any purpose of purposes by the Chairman of the Board, the Chief Executive Officer, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the Chief Executive Officer, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of the holders of a majority of all the shares outstanding and entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of shareholders shall be confined to the purpose or purposes stated in the notice of the meeting.

SECTION 3. Place of Holding Meetings. All meetings of shareholders shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

SECTION 4. Notice of Meetings. Notice of meetings of the shareholders of the Corporation shall be given in writing to each shareholder entitled to vote, either personally or by first-class mail (unless the Corporation has 500 or more shareholders determined as provided by the California Corporations Code on the record date for the meeting, in which case notice may be sent by third-class mail) or other means of written communication, charges prepaid, addressed to the shareholder at his address appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. Notice of any such meeting of shareholders shall be sent to each shareholder entitled thereto not less than ten (or if sent by third-class mail, thirty) nor more than sixty days before the meeting. Said notice shall state the place, date and hour of the meeting and, (1) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of annual meetings, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to Section 601(f) of the California Corporations Code any proper matter may be presented at the meeting for shareholder action, and (3) in the case of any meeting at which directors are to be elected, the names of the nominees intended at the time of the mailing of the notice to be presented by management for election.

SECTION 5. Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the shareholders, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the shareholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 6. Conduct of Meetings. Meetings of shareholders shall be presided over by the Chief Executive Officer or President of the Corporation or, if neither is present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he or she is not present, any Assistant Secretary, shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

SECTION 7. Voting. At all meetings of shareholders, every shareholder entitled to vote shall have one (1) vote for each share of stock standing in his/its name on the books of the Corporation on the date for the determination of shareholders entitled to vote at such meeting. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such shareholder or his/its duly authorized attorney, bearing a date not more than eleven (11) months prior to said meeting, unless the writing states that it is irrevocable and satisfies Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e). Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast as a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of the holders of ten percent (10%) of the stock entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

SECTION 8. Shareholder Action by Written Consent. Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting for the action so taken, shall be signed by the holders of outstanding shares 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; provided, however, that (1) unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous written consent shall be given as required by the California Corporations Code, and (2) directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Any written consent may be revoked by a writing received by the Secretary of the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

SECTION 9. Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and whenever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 10. Record Dates. In the event the Board of Directors fixes a day for the determination of shareholders of record entitled to vote as provided in Section 4 of Article V of these Bylaws, then subject to the provisions of the General Corporation Law of the State of California, only persons in whose name shares entitled to vote stand on the stock records of the Corporation at the close of business on such day shall be entitled to vote.

If no record date is fixed:

The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day 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;

The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60^th day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders 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 45 days.

ARTICLE III

Board of Directors

SECTION 1. General Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, 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. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to any person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised, under the ultimate direction of the Board of Directors.

SECTION 2. Number and Term of Office. The number of directors that shall constitute the whole board shall be set at three (3). The exact number of directors may be fixed from time to time within such limit by a duly adopted resolution of the Board of Directors or shareholders. Directors need not be shareholders. The directors shall be elected each year at the annual meeting of shareholders, except as hereinafter provided, and each director shall serve until his or her successor shall be elected and shall qualify.

SECTION 3. Removal, Resignation and Filling of Vacancies. The entire Board of Directors or any individual director may be removed from office without cause by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Except for a vacancy created by the removal of a director, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with California Corporations Code Section 307, or (c) a sole remaining director, and each director so elected shall hold office until his successor is elected at any annual, regular or special meeting of the shareholders. Vacancies created by the removal of a director may be filled only by approval of the shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

SECTION 4. Place of Meeting. Meetings of the Board of Directors may be held at any place within or outside the State of California, which has been designated in the notice, or if not stated in the notice or there is no notice, the principal executive office of the Corporation as designated by the resolution duly adopted by the Board of Directors.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual shareholders’ meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

SECTION 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the Chief Executive Officer and must be called by the Chairman of the Board, the Chief Executive Officer, or the Secretary upon written request of a majority of the Board of Directors. Written notice of the time and place of all special meetings of the Board of Directors shall be delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means to each director at least forty-eight hours before the meeting, or sent to each director by first-class mail, postage prepaid, at least three days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.

SECTION 7. Participation by Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at the meeting as long as all members participating in such meeting can hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply: (a) each member participating in the meeting can communicate with all of the other members concurrently, (b) each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation, and (c) the Corporation adopts and implements some means of verifying that (i) a person participating in the meeting is a director or other person entitled to participate in the Board of Directors’ meeting, and (ii) all actions of, or votes by, the Board of Directors are taken or cast only by the directors and not by persons who are not directors.

SECTION 8. Quorum and Action. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these Bylaws.

SECTION 9. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 10. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

SECTION 11. Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board, and, by resolution of the Board of Directors, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 11 Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors and delegate to these committees in the intervals between meetings of the Board of Directors any of the powers of the Board of Directors, except the power to approve any merger or share exchange which does not require shareholder approval, amend the Bylaws, issue stock or recommend to the shareholders any action which requires shareholder approval. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in place of an absent member.

ARTICLE IV

Officers

SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a Chief Executive Officer, Chief Financial Officer and a Secretary, and also such other officers including a Chairman of the Board, President, Treasurer and/or one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the shareholders except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The Chief Executive Officer and Chairman of the Board shall be directors and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board. In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these Bylaws. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select. Any officer chosen by the Board of Directors may resign at any time by giving written notice of said resignation to the Corporation. Unless a different time is specified therein, such resignation shall be effective upon its receipt by the Chairman of the Board, the President, the Secretary or the Board of Directors. A vacancy in any office because of any cause may be filled by the Board of Directors for the unexpired portion of the term. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them.

SECTION 3. Powers and Duties of the Chief Executive Officer. The Chief Executive Officer shall have general charge and control of all business affairs and properties of the Corporation. He shall preside at all meetings of the shareholders and shall have supervisory authority over all officers of the Corporation.

SECTION 5. Vice-Presidents. The Board of Directors may also appoint any number of Vice-Presidents, who shall be distinguished from Executive Vice-Presidents. The Vice-President or Vice-Presidents (if any), shall perform whatever duties and have whatever powers the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the directors or shareholders upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the shareholder and of the directors in books provided for that purpose, and he or she shall perform such other duties as may be assigned to him or her by the directors or the Chief Executive Officer. He or she shall have custody of the seal of the Corporation (if any) and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the Chief Executive Officer, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the Chief Executive Officer.

SECTION 8. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Financial Officer. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 9. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such duties as may be assigned to him by the Board of Directors or the Chief Executive Officer. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE V

Capital Stock

SECTION 1. Issuance of Certificates of Stock. The certificates for shares of the stock of the Corporation shall be of such form not inconsistent with the Articles of Incorporation, or its amendments, as shall be approved by the Board of Directors. All certificates shall be signed by the Chief Executive Officer or President and countersigned by the Chief Financial Officer or Secretary or by an Assistant Secretary. All certificates for each class of stock shall be consecutively numbered. The name of the person owning the shares issued and the address of the holder shall be entered in the Corporation’s books. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates representing the same number of shares shall be issued until the former certificate or certificates for the same number of shares have been surrendered, and cancelled, unless a certificate of stock be lost or destroyed, in which event another may be issued in its stead upon proof of such loss or destruction and unless waived by the Chief Executive Officer, the giving of a satisfactory indemnity. Both such proof and such indemnity shall be in a form approved by the general counsel of the Corporation and by the Transfer Agent of the Corporation and by the Registrar of the stock.

SECTION 3. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of California. Prior to the due presentment or registration of transfer in the stock transfer book of the Corporation, the registered owner shall be treated as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as expressly provided otherwise by the laws of the State of California.

SECTION 4. Closing Transfer Books. The Board of Directors may fix the time, not exceeding ten (10) days preceding the date of any meeting of shareholders or any dividend payment date or any date for the allotment of rights, during which time the books of the Corporation shall be closed against transfers of stock, or, in lieu thereof, the directors may fix a date not exceeding ten (10) days preceding the date of any meeting of shareholders or any dividend payment date or any date for the allotment of rights, as record date for the determination of the shareholders entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be; and only shareholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights as the case may be.

SECTION 5. Representation of Shares in Other Corporations. Shares of other corporations standing in the name of this Corporation may be voted or represented and all incidents thereto may be exercised on behalf of the Corporation by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or the Secretary.

ARTICLE VI

Corporate Seal

SECTION 1. Seal. In the event that the Chief Executive Officer shall direct the Secretary to obtain a corporate seal, the corporate seal shall have inscribed thereon the name of the Corporation and the year of its organization. Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VII

Bank Accounts and Loans

SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Chief Executive Officer or Chief Financial Officer and countersigned by the Secretary or an Assistant Secretary or an Assistant Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation, along with security interests in any personal property or assets of the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

ARTICLE VIII

Reimbursements

Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IX

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of every year.

SECTION 2. Annual Reports. The Annual Report to shareholders, described in the California Corporations Code, is expressly waived and dispensed with until such time as the Corporation has more than 100 shareholders.

SECTION 3. Reports to the Secretary of State.

(a) Except as otherwise required by the Secretary of State, every year, during the calendar month in which the original Articles of Incorporation were filed with the California Secretary of State, or during the preceding five (5) calendar months, the Corporation shall file a certified statement with the Secretary of State on the prescribed form, setting forth the names and complete business or residence addresses of all incumbent directors; the number of vacancies on the Board of Directors, if any; the names and complete business or residence addresses of the Chief Executive Officer, the Secretary and the Chief Financial Officer; the street address of the Corporation’s principal executive office or principal business office in California; a statement of the general type of business constituting the principal business activity of the Corporation; and a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Section 1502 of the General Corporation Law.

(b) Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information contained in the Corporation’s last annual statement on file in the Secretary of State’s office, the Corporation may in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period, as permitted by Section 1502 of the General Corporation Law.

ARTICLE X

Amendments

SECTION 1. Amendment of Bylaws. Bylaws may be adopted, amended, or repealed by the vote or the written consent of shareholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of shareholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if the amendment adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

ARTICLE XI

Indemnification

SECTION 1. Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlement and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Section XI shall have the same meaning as such terms in said Section 317.

CERTIFICATE OF SECRETARY OF

SENSAGE, INC.

The undersigned, Kimberly J. DeChello, Secretary of SenSage, Inc. (the “Corporation”), a California corporation, hereby certifies that the attached document is a full, true and correct copy of the Amended and Restated Bylaws of the Corporation as in effect on the date hereto.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of October 13, 2012.

	/s/ Kimberly J. DeChello
	Kimberly J. DeChello
	Secretary

Signature Page to Officer’s Certificate to Amended and Restated Bylaws

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