Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

CORBUS PHARMACEUTICALS HOLDINGS, INC.

(the “Corporation”)

ARTICLE I Stockholders

SECTION 1.

(a) Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”)
shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Board of Directors of the Corporation (the
“Board of Directors”) which time, date and place may subsequently be changed at any time by vote of the Board of Directors.

(b) Registered Office. The address of the registered office of the Corporation in the State of Delaware shall be as stated in the
Corporation’s Certificate of Incorporation, as may be changed from time to time as provided by law. The Corporation may have other offices, both
within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or
the business of the Corporation may require.

(c) Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books
of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted
into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to applicable law.

SECTION 2. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders
may be brought before an Annual Meeting only (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Bylaw as to such
nomination or business. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to bring nominations
or business properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities
Exchange Act of 1934, as amended (with the rules and regulations promulgated thereunder, the “Exchange Act”)), and such stockholder must
comply with the notice and other procedures set forth in Article I, Section 2 of this Bylaw to bring such nominations or business properly before an
Annual Meeting. In addition to the other requirements set forth in this Bylaw, for any proposal of business (other than the nomination of persons
for election to the Board of Directors) to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the
Corporation under Delaware law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (iii) of Article
I, Section 2(a)(1) of this Bylaw, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the
Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this Bylaw and (iii) together
with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the
representations set forth in the Solicitation Statement (as defined below) required by this Bylaw. To be timely, a stockholder’s written notice shall be
received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor
earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual
Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days
after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be timely must be received by
the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such
Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice
within such time periods shall be referred to as “Timely Notice”). Notwithstanding anything to the contrary provided herein, for the first Annual
Meeting following the effective date of the Corporation’s registration statement submitted with the U.S. Securities and Exchange Commission, a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation not later than the close of
business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on
which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of
a stockholder’s notice as described above. Such stockholder’s Timely Notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a
nominee and to serving as a director if elected) provided, further, that the Corporation may require any proposed nominee to furnish such other
information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the
Corporation.;

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business
at the meeting, and any material interest in such business of each Proposing Person (as defined below);

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(C) (i) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and
addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number
of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of
its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or
series of capital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial
ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or
associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including
without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest,
as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person,
(y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or
not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that
hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public
proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to
which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the
Corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or
indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or
decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to be
made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”), (iii) a description of the
material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its
affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of
capital stock of the Corporation and (iv) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in
a proxy statement or other filings required to be made in connection with the solicitation of proxies for, as applicable, the proposal and/or for the
election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder;

(D) (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any
Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other business proposed to
be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement,
arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by
any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all
shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

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(E) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will (i) deliver a proxy
statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital
stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the
percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be sufficient to
elect the nominee or nominees proposed to be nominated by such stockholder and/or (ii) otherwise solicit proxies or votes from stockholders in
support of such proposal or nomination (such statement, the “Solicitation Statement”).

For purposes of this Article I of these Bylaws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record
providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different,
on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2 of
Article I of these Bylaws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions,
agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership
of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or
arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any
class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any
person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the
opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d)
increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

(3) A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall further
update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this Bylaw shall be true and correct as of the record date for the
meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the
Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record
date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of
business on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made
as of ten (10) business days prior to the meeting).

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(4) Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this Bylaw to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day a
stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s notice required
by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be
received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

(5) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to
the Corporation’s notice of meeting. Nominations for persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors
or any committee thereof or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any
such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) of this Section 2 shall be
delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special
meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described
above.

(b) General.

(1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons
who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors and only such business
shall be conducted at a meeting as shall have been brought before the meeting in accordance with the provisions of this Bylaw. The Board of
Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the provisions of this Bylaw. If prior to the meeting neither the Board of Directors nor such
designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of
this Bylaw, the presiding officer of the meeting shall have the power and duty to determine whether the stockholder proposal or nomination was
made in accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the presiding officer, as
applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal
or nomination shall be disregarded and shall not be presented for action at the meeting.

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(2) Except as otherwise required by any applicable law or rule or regulation promulgated under the Exchange Act, nothing in this Article I,
Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed
on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of business
submitted by a stockholder.

(3) Notwithstanding the foregoing provisions of this Article I, Section 2, if the proposing stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 2, to be
considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such
stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and
such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic
transmission, to the presiding officer at the meeting of stockholders.

(4) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule)
under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an Annual Meeting or (ii) the
holders of any series of Preferred Stock as specified in the Certificate of Incorporation of the Corporation (as the same may hereafter be amended
and/or restated, the “Certificate”) (including any certificate of designation relating to any series of Preferred Stock).

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(6) In addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or re-election as a
director of the Corporation pursuant to a nomination under clause (iii) of Article I, Section 2(a)(1) and under clause (ii) of Article I, Section 2(a)(5) of
this Bylaw, such proposed nominee or a person on such proposed nominee’s behalf must deliver, in accordance with the time periods for delivery of
Timely Notice under Section 2(a)(2) of Article 1 and under clause (ii) of Article I, Section 2(a)(5) of this Bylaw, to the Secretary of the Corporation at
the principal executive offices of the Corporation a completed and signed questionnaire with respect to the background and qualification of such
proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be
provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written
request) that such proposed nominee (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not
given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act
or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could
limit or interfere with such proposed nominee’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement,
arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (iii) in such
proposed nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in
compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed corporate governance, code of
conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the Corporation
applicable to directors.

SECTION 3. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of
Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a
resolution approved by the affirmative vote of a majority of the Board of Directors to be held at such date, time and place either within or without
the State of Delaware as may be stated in the notice of the meeting. The Board of Directors may postpone or reschedule any previously scheduled
special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special
meeting of stockholders of the Corporation.

SECTION 4. Notice of Meetings; Adjournments.

(a) A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting, the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record
date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice
of the meeting) shall be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to
vote thereat as of the record date for determining the stockholders entitled to notice of the meeting by delivering such notice to such stockholder
or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock
transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”).

(b) Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the
notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

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(c) Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or
waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such
meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because
the meeting was not lawfully called or convened.

(d) The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders,
regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I
of these Bylaws or otherwise.

(e) When any meeting is convened, the presiding officer may adjourn the meeting. When any Annual Meeting or special meeting of
stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the
meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting;
provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting, or, if after the adjournment a new record date is fixed for the adjourned meeting, the Board of Directors shall
fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for
determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of
record as of the record date so fixed for notice of such adjourned meeting.

SECTION 5. Quorum. A majority in voting power of the shares entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a
majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held
as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record
according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may
vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or
used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided
that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as
otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any
adjournment or postponement of such meeting, but they shall not be valid after final adjournment of such meeting.

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SECTION 7. Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other
than an election of a director or directors) shall be decided by a majority of the votes properly cast on such matter, except where a different vote is
required by law, by the Certificate, by these Bylaws, by the rules or regulations of any stock exchange applicable to the Corporation, or pursuant to
any regulation applicable to the Corporation or its securities, in which case, such different vote shall apply. For purposes of this Section 7, a
majority of votes cast shall mean that the number of votes cast “for” a matter exceeds the number of votes cast “against” the matter (with
“abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” the matter). Any election of directors by stockholders
shall be determined by a plurality of the votes properly cast on the election of directors.

SECTION 8. Stockholder Lists. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every
Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the
record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the
stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of
business of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and
kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to
be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of
the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the
meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list
of stockholders required by this Section 8 or to vote in person or by proxy at any meeting of stockholders.

SECTION 9. Conduct of Meeting. The date and time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt
by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders (referred
to herein as the “presiding officer”) shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting,
to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the presiding officer, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding
officer, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to
stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding officer shall
determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. The presiding officer at any meeting of stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not
properly brought before the meeting and if the presiding officer should so determine, the presiding officer shall so declare to the meeting and any
such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the
Board of Directors or the presiding officer, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure.

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SECTION 10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to
act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more
inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes
and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the
inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to
exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations
by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II Directors

SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors
except as otherwise provided by the Certificate or required by law.

SECTION 2. Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly
adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate.

SECTION 3. Qualification. No director need be a stockholder of the Corporation.

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SECTION 4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

SECTION 5. Removal. Directors may be removed from office only in the manner provided in the Certificate.

SECTION 6. Resignation. A director may resign at any time by giving written notice, or notice by electronic transmission, to the Chairman
of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise
provides.

SECTION 7. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section
7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the
Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicized
among all directors.

SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing or by electronic transmission,
by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special
meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 9. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each
director by the Secretary or an Assistant Secretary, or by the Chairman of the Board, if one is elected, or the President or such other officer
designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given
to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or
home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least
three (3) business days in advance of the meeting. Such notice shall be deemed to be delivered when hand-delivered to such address, read to such
director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if sent by facsimile
transmission or by electronic mail or other form of electronic communications. A written waiver of notice signed, or an electronic waiver given,
before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened.
Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting
of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 10. Quorum. At any meeting of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the
transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to
time, and the meeting may be held as adjourned without further notice. Any business which might have been transacted at the meeting as originally
noticed may be transacted at such adjourned meeting at which a quorum is present.

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SECTION 11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the
directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these Bylaws.

SECTION 12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings or
electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated
as a resolution of the Board of Directors for all purposes.

SECTION 13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone
or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting
in accordance herewith shall constitute presence in person at such meeting for purposes of these Bylaws.

SECTION 14. Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of
Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to
so preside or is absent, then the Chairman of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the
designated presiding director, if one is so designated, and the Chairman of the Board, if one is elected, are unable to preside or are absent, the
Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.

SECTION 15. Committees. The Board of Directors may designate one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers except
those which by law, by the Certificate or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any
such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors. All members of such
committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time.
Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to
the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

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SECTION 16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by the Board
of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive
compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Chief Executive Officer, a Secretary, a Treasurer
and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Financial Officer, and one or more Vice
Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents and Assistant Secretaries, as the Board of
Directors may determine.

SECTION 2. Election. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall
elect the President, the Chief Executive Officer, the Secretary and the Treasurer. Other officers may be elected by the Board of Directors at such
regular annual meeting of the Board of Directors or at any other regular or special meeting.

SECTION 3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation
at any time.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall hold
office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and
qualified or until his or her earlier resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President
or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the
affirmative vote of a majority of the directors then in office.

SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another
officer to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9. Chairman of the Board. The Chairman of the Board, if one is elected, shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate.

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SECTION 10. Chief Executive Officer. The Chief Executive Officer shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate.

SECTION 11. President. The President shall, subject to the direction of the Board of Directors, have such powers and shall perform such
duties as the Board of Directors may from time to time designate.

SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice
President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.

SECTION 13. Chief Financial Officer. The Chief Financial Officer, if one is elected, shall, subject to the direction of the Board of Directors
and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the
Corporation and shall cause to be kept accurate books of account. He or she shall have such other duties and powers as may be designated from
time to time by the Board of Directors or the Chief Executive Officer.

SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and
the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such
meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger
(which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be
attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from
time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her
duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief
Executive Officer may from time to time designate.

SECTION 15. Treasurer and Assistant Treasurers. The Treasurer shall have custody of all moneys and securities of the Corporation as are
authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such
other powers as are commonly incident to the officer of Treasurer, or as may be designated from time to time by the Board of Directors or the Chief
Executive Officer. In the absence of the Treasurer, any Assistant Treasurer may perform his or her duties and responsibilities. Any Assistant
Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 16. Other Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time
prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such
powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

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ARTICLE IV Capital Stock

SECTION 1. Certificates of Stock. The shares of the Corporation shall be represented by certificates in such form as may from time to time
be prescribed by the Board of Directors. Such certificate shall be signed by the Chief Executive Officer, the President or a Vice President and by the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. The Corporation seal and the signatures by
the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its
issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding
anything to the contrary provided in these Bylaws, the Board of Directors of the Corporation may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has
determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original issuance, re-issuance, or subsequent
transfer.

SECTION 2. Transfers. Subject to any restrictions on transfer pursuant to applicable federal or state securities law or as otherwise agreed
to in writing and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on
the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or
accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate
may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence of transfer and following
such other procedures as the Corporation or its transfer agent may require.

SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends
and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been
transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

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SECTION 4. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten
(10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the
stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or
before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned
meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date
as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution
relating thereto.

SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a
duplicate certificate may be issued in place thereof, upon such terms as the Corporation may prescribe.

ARTICLEV

Indemnification and Advancement

SECTION 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise
involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights
than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in
connection therewith; provided, however, that, except with respect to proceedings to enforce rights to indemnification or an advancement of
expenses or as otherwise required by law, the Corporation shall not be required to indemnify or advance expenses to any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such Indemnitee unless such proceeding (or part thereof) was authorized by the Board
of Directors.

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SECTION 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Article V, Section 1 of this Bylaw,
an Indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such
proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of
expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered
by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee is not
entitled to be indemnified for such expenses under this Section 2 or otherwise.

SECTION 3. Right of Indemnitees to Bring Suit. If a claim under Article V, Section 1 or 2 of this Bylaw is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the Corporation, or if a claim for an advancement of expense is not paid in full within
thirty (30) days after a statement or statements requesting such amounts to be advanced has been received by the Corporation, the Indemnitee may
at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if
successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement
of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any
applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to
such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable
standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such
action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving
that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the
Corporation.

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SECTION 4. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the
Corporation.

SECTION 5. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article V shall
not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate as amended from time to time,
these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.

SECTION 6. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7. Indemnity Agreements. The Corporation may enter into indemnity agreements with any director or officer of the Corporation,
with any employee or agent of the Corporation as the Board of Directors may designate and with any officer, director, employee or agent of
subsidiaries as the Board of Directors may designate, such indemnity agreements to provide in substance that the Corporation will indemnify such
persons as contemplated by this Article V, and to include any other substantive or procedural provisions regarding indemnification as are not
inconsistent with the DGCL.

SECTION 8. Nature of Rights. The rights conferred upon Indemnitees in this Article V shall be contract rights and such rights shall
continue as to an Indemnitee who has ceased to be a director, officer, employee, agent or trustee and shall inure to the benefit of the Indemnitee’s
heirs, executors and administrators. Any amendment, alteration or repeal of this Article V that adversely affects any right of an Indemnitee or its
successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal. The Corporation’s
obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may
collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit
enterprise.

SECTION 9. Severability. If any word, clause, provision or provisions of this Article V shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article V (including, without limitation,
each portion of any section of this Article V containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this
Article V (including, without limitation, each such portion of any section of this Article V containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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ARTICLE VI Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

SECTION 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the
Board, if one is elected, the President, the Chief Executive Officer, the Chief Financial Officer, if one is elected, the Secretary, the Treasurer or any
other officer, employee or agent of the Corporation as the Board of Directors or appropriate committee of the Board may authorize.

SECTION 4. Voting of Securities. Unless the Board of Directors otherwise provides, Chairman of the Board, if one is elected, the President,
the Chief Executive Officer, the Chief Financial Officer, if one is elected, the Secretary or the Treasurer may waive notice of and act on behalf of the
Corporation, or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by
the Corporation. The power so conferred upon such officers or other persons shall include, without limitation, the voting of any securities of any
other entity held by the Corporation, including executing and delivery written consents with respect to such securities.

SECTION 5. Corporate Records. The original or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and
the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office
of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 6. Amendment of Bylaws.

(a) Amendment by Directors. Except as provided otherwise by law, these Bylaws may be amended or repealed by the Board of Directors.

(b) Amendment by Stockholders. These Bylaws may be amended or repealed at any Annual Meeting, or special meeting of stockholders
called for such purpose in accordance with these By-Laws, by the affirmative vote of holders of at least a majority in voting power of the
outstanding shares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder
approval shall not be required unless mandated by the Certificate or other applicable law.

SECTION 7. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the Corporation.

Adopted and effective as of May 25, 2017.

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Exhibit 3.2

AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED

BYLAWS OF

CORBUS PHARMACEUTICAL HOLDINGS, INC.

(the “Corporation”)

Article VI of the Amended and Restated Bylaws of Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation, as amended to date (the

“Bylaws”), is hereby amended as follows:

A new Article VI, Section 8 is hereby added to the Bylaws, which shall read in its entirety as follows:

“SECTION 8. Federal Forum Selection. Subject to Article X of the Certificate of Incorporation, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.”

Adopted by the Board of Directors effective as of March 14, 2021

AMENDMENT NO. 2 TO THE

AMENDED AND RESTATED

BYLAWS OF

CORBUS PHARMACEUTICAL HOLDINGS, INC.

(the “Corporation”)

Article I of the Amended and Restated Bylaws of Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation, as amended to date (the

“Bylaws”), is hereby amended as follows:

Article I, Section 5 of the Bylaws be, and hereby is, amended to read in its entirety as follows:

“SECTION 5. Quorum. Except as specifically provided otherwise by the DGCL, the Certificate of Incorporation, or these Bylaws, the presence, in person or by proxy, of the holders of one-third (1/3) in voting power of the shares of capital stock issued and outstanding and entitled to vote at a meeting of stockholders (which, if the holders of Common Stock of the Corporation are entitled to vote on any matter submitted to stockholders at the meeting, shall include the holders of at least one-third (1/3) of the issued and outstanding shares of Common Stock of the Corporation entitled to vote at the meeting) shall constitute a quorum for the transaction of business at a meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.”

Adopted by the Board of Directors effective as of October 11, 2022