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1.7.2009

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Bylaws

ARTICLEI. Offices

Section 1.1 PrincipalOffice. The Verihost Board of Directors shall fix the locationof the Corporation’s principal place of business within or outside thestate of North Carolina (NC). The Corporation may have such otheroffices, either within or without the state of NC, as the Board of Directorsmay designate or as the business of the Corporation may require.

Section 1.2 RegisteredOffice; Registered Agent. The registered office of VeriHost requiredby the NC Business Corporation Act to be maintained in the state of NCmay be, but need not be, identical with the principal office in the stateof NC, and the address of the registered office may be changed from timeto time by the Board of Directors. The Board of Directors shall alsodesignate and maintain a registered agent within the state of NC in accordancewith the NC Business Corporation Act.

ARTICLEII. Shareholders

Section 2.1. Annual Meetings. The annual shareholders’ meeting shall be held in the month of Octoberof each year for the purpose of electing directors, and for the transactionof such other business as may come before the meeting. If the dayfixed for the annual meeting shall be a legal holiday in the state of NC,such meeting may be held on the next succeeding business day or wheneverconvenient. Failure to hold the annual meeting at the designatedtime shall not work a forfeiture or dissolution on the Corporation.

Section 2.2. Failure toHold the Annual Meeting. If the annual meeting is not held atthe designated time, the Board of Directors may call the annual meetingat a time fixed by them not more than 60 days after such designated timeby proper notice designating the meeting as the annual meeting. The annualmeeting may be held by telephone or teleconferencing. If the annualmeeting is not held at the designated time or during the 60-day periodthereafter, the annual meeting may be called by the holders of not lessthan 51 percent of all the shares entitled to vote at the meeting. In such event, notice shall be given not more than 15 days after the expirationof such 60-day period. Such notice shall fix the time of the meetingat the earliest date permissible under the applicable notice requirements.

Section 2.3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unlessotherwise prescribed by statute, may be called by the president or by theBoard of Directors, and shall be called by the president at the requestof the holders of not less than 51 percent of all the outstanding sharesof the Corporation entitled to vote at the meeting. If a specialmeeting is called by any person or persons other than the Board of Directors,the request shall be in writing specifying the time of such meeting andthe general nature of the business proposed to be transacted. Therequest shall be delivered personally or sent by registered mail or bytelegraphic or other facsimile transmission to the president or the secretaryof the Corporation. Upon receiving the request, the secretary shallcause notice of the meeting to be provided to the shareholders entitledto vote in accordance with Section 2.5.

Section 2.4. Place ofMeeting. The Board of Directors may designate any place, eitherwithin or without the state NC, as the place of meeting for any annualmeeting or special meeting called by the Board of Directors. A waiverof notice signed by all shareholders entitled to vote at a meeting maydesignate any place, either within or without the state of NC, as the placefor holding the meeting.

Section 2.5. Noticeof Meeting. Written notice stating the place, day and hour ofthe meeting and, in the case of a special meeting, the purpose or purposesfor which the meeting is called, shall be delivered not fewer than 10 normore than 50 days before the date of the meeting, either personally, by mail, or by telegraphic or other facsimile transmission by or at thedirection of the president, the secretary, or the persons calling the meeting,to each shareholder of record entitled to vote at such meeting. Ifmailed, such notice shall be deemed to be delivered when deposited in theUnited States mail, addressed to the shareholder’s address as it appearson the stock transfer books of the Corporation, postage prepaid. An affidavit of the mailing or other means of giving any notice of anyshareholders meeting shall be executed by the secretary, assistant secretary,or any other person providing the notice on behalf of the Corporation. Shareholders may waive notice of any meeting by a signed writing. Attendance by the shareholder at any meeting shall also constitute a waiverof notice of that meeting.

Section 2.6. Closing ofTransfer Books; Record Date. For the purpose of determiningthe shareholders entitled to notice of, or to vote at, any meeting of shareholdersor any adjournment of the meeting, or to determine the shareholders entitledto receive payment of any dividend, or in order to make a determinationof shareholders for any other proper purpose, the Board of Directors mayprovide that the stock transfer books shall be closed for a stated periodnot to exceed, in any case, 50 days. If the stock transfer booksshall be closed for the purpose of determining shareholders entitled tonotice of, or to vote at, a meeting of shareholders, such books shall beclosed for at least 10 days immediately preceding such meeting. Inlieu of closing the stock transfer books, the Board of Directors may fixin advance a date as the record date for any such determination of shareholders,such date in any case to be not more than 50 days and, in case of a meetingof shareholders, not fewer than 10 days prior to the date on which theparticular action requiring such determination of shareholders is to betaken. If the stock transfer books are not closed, and no recorddate is fixed for the determination of shareholders entitled to noticeof, or to vote at, a meeting of shareholders, or shareholders entitledto receive payment of a dividend, the date on which notice of the meetingis mailed or the date on which the resolution of the Board of Directorsdeclaring such dividend is adopted, as the case may be, shall be the recorddate for such determination of shareholders. When a determinationof shareholders entitled to vote at any meeting of shareholders has beenmade as provided in this section, such determination shall apply to anyadjournment of such meeting.

Section 2.7. Stock Transferand Voting Records. The officer or agent having charge of thestock transfer books for the shares of the Corporation shall make, at least10 days before each shareholders’ meeting, a complete record of the shareholdersentitled to vote at such meeting, or any adjournment of such meeting, with the address of and the class and number of shares held by each. Suchrecords shall also be available at the time and place of the meeting, andshall be subject to the inspection of any shareholder entitled to voteduring the whole time of the meeting. The original stock transferbooks shall be prima facie evidence as to who are the shareholders entitledto examine such record or transfer books, or to vote at any shareholders’meeting.

Section 2.8. Quorum. A majority of the issued and outstanding shares of the Corporation entitledto vote, represented in person or by proxy, shall constitute a quorum ata shareholders’ meeting. If less than a majority of the issued andoutstanding shares entitled to vote are represented at a meeting, a majorityof the shares so represented may adjourn the meeting in accordance with Section 2.13. The shareholders present at a duly organized meetingmay continue to transact business until adjournment, notwithstanding withdrawalof enough shareholders to leave fewer than a quorum.

Section 2.9. Proxies. At all meetings of shareholders, a shareholder may vote in person, by proxyexecuted in writing by the shareholder, or by the shareholder’s duly authorizedattorney-in-fact. Such proxy shall be filed with the secretary ofthe Corporation before, or at the time of, the meeting. No proxyshall be valid after 11 months from the date of its execution, unless otherwiseprovided in the proxy. A validly executed proxy, which does not statethat it is irrevocable, shall continue in full force and effect unless(i) revoked by the person executing it prior to the vote by a writing signedby the shareholder and delivered to the Corporation stating that it isrevoked or by a subsequent proxy executed by the person executing the earlierproxy or by the shareholder’s attendance at the meeting and voting in person;or (ii) written notice of the death or incapacity of the maker of the proxyis received by the Corporation prior to the vote.

Section 2.10 Voting. Each outstanding share entitled to vote shall be entitled to one vote uponeach matter submitted to a vote at a meeting of shareholders, except asotherwise provided in the ARTICLEs of Incorporation. The vote ofthe holders of a majority of the issued and outstanding shares presentand entitled to vote at any duly organized meeting shall decide any questionunless the vote of a greater number shall be required by law or the ARTICLEsof Incorporation.

Section 2.11. ConsentResolutions. Any action required to be taken at a meeting ofthe shareholders, or any other actions which may be taken at a meetingof the shareholders, may be taken without a meeting if a consent in writing,setting forth the actions so taken, shall be signed by all shareholdersentitled to vote with respect to the subject matter of the action.

Section 2.12. CumulativeVoting. At each election for directors, each shareholder of CommonVoting Stock is entitled to cast cumulative votes, either by giving onecandidate as many votes as equals the number of directors to be electedmultiplied by the number of the shareholder’s shares, or by distributingsuch cumulative votes among any number of such candidates.

Section 2.13. AdjournedMeeting. Any shareholders’ meeting, annual or special,whether or not a quorum is present, may be adjourned from time to timeby the vote of a majority of shares represented at the meeting, eitherin person or by proxy, but in the absence of a quorum, no further businessmay be transacted. If a meeting is adjourned, notice need not begiven of the adjourned meeting if the time, date any place are announcedat the meeting at which the adjournment is taken, unless a new record datefor the adjourned meeting is fixed or unless the adjournment is for morethan forty-five (45) days from the date set for the original meeting, inwhich case the Board of Directors shall set a new record date, and shareholdersshall be notified in accordance with Section 2.5.

Section 2.14. ElectionInspectors. Before any meeting of shareholders, the presidentmay appoint any persons for the office to act as inspectors of electionsat the meeting or its adjournment. The number of inspectors shall be determinedby the president. Inspectors shall (i) determine the number of sharesoutstanding and the voting power of each, the shares represented at themeeting, the existence of a quorum, and the authenticity, validity andeffect of proxies; (ii) receive ballots, votes or consents; (iii) hearand determine all challenges in any way arising in connection with theright to vote; (iv) count and tabulate all votes and consents; (v) determinewhen polls should close; and (vi) do any other acts that may be requiredto properly and fairly conduct the election.

ARTICLEIII. Board of Directors

Section 3.1. General Powers. The business and affairs of VeriHost shall be managed by its Board of Directors. Without limiting this general power, the board shall have the power andauthority to (I) select and remove all officers, agents, and employeeswith shareholder ratification, prescribe their duties and fix their compensation;(ii) cause the Corporation to qualify to do business in all jurisdictionswhere it is doing business, and designate locations within and withoutthe state of NC for meetings; and (iii) determine the dispositionof members and member certification standards and requirements.

Section 3.2. Number; Tenure. The number of directors shall be determined by the Board of Directors. Each director shall hold office until the next annual meeting of shareholdersor until successors have been duly elected and qualified. Directors neednot be residents of the state of NC to serve.

Section 3.3. Special Meetings. Special meetings of the Board of Directors may be called by, or at therequest of the president or any authorized person(s). The personor persons authorized to call a special meeting of the board may fix anyplace, either within or without the state of NC, as the place for holdingany special meeting of the Board of Directors called by him, her, or them.

Section 3.4. ConferenceCall. Any regular or special meeting of the Board of Directorsmay be by means of telephone conference or similar communications equipmentallowing all persons participating in the meeting to hear each other. Participation in such a meeting shall constitute presence in person atthe meeting.

Section 3.5. Notice. Notice of any special meeting shall be given at least 14 days prior tosuch meeting by written notice delivered personally or mailed to each directorat the director’s business or home address, or by telegram, facsimile orother electronic means. If mailed, such notice shall be deemed tobe delivered when deposited certified mail in the United States mail, properlyaddressed with postage prepaid. If notice is given by telegram, suchnotice shall be deemed to be delivered when the telegram is delivered tothe telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, except where a director attends a meeting for theexpress purpose of objecting to the transaction of any business becausethe meeting is not lawfully called or convened. Neither the businessto be transacted at, nor the purposes of, any regular or special meetingof the board need be specified in the notice or waiver of notice of suchmeeting.

Section 3.6. Quorum. A majority of the number of voting directors shall constitute a quorumfor the transaction of business at any meeting of the Board of Directors. If less than a majority is present at a meeting, the director or directorspresent may adjourn the meeting from time to time in accordance with Section3.14.

Section 3.7. Manner ofActing. The act of the directors present at a meeting at whicha quorum is present shall be the act of the Board of Directors except asprovided in ARTICLE IX.

Section 3.8.Removal. All or any number of the directors may be removed at any time, with ourwithout cause, at any special meeting of the shareholders called for thatpurpose by a vote of the majority of the shares then entitled to vote atan election of directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmativevote of a majority of the remaining directors, event though less than aquorum of the Board of Directors, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpiredterm of the director’s predecessor in office. Any directorship tobe filled by reason of an increase in the number of directors shall befilled by election at an annual meeting or at a special meeting of shareholderscalled for that purpose, unless otherwise provided in the ARTICLEs of Incorporation.

Section 3.10. Compensation. By resolution of the board, each director may be paid the director’s expenses,if any, of attendance at each meeting of the Board of Directors, but willnot otherwise be compensated.

Section 3.11. Presumptionof Assent. A director who is present at a meeting of theboard at which action on any corporate matter is taken is presumed to haveassented to the action taken, unless the director’s dissent shall be enteredin the minutes of the meeting, or unless the director shall file his orher written dissent to the action with the person acting as the secretaryof the meeting before the adjournment of the meeting, or unless the directorshall forward such dissent by registered mail to the secretary of the Corporationimmediately after the adjournment of the meeting. Such right to dissentshall not apply to a director who voted in favor of such action.

Section 3.12. Adjournment. A majority of the directors present, whether or not constituting a quorum,may adjourn any meeting to another time and place. Notice of thetime and place for holding an adjourned meeting need not be given unlessthe meeting is adjourned for more than 24 hours, in which case notice ofsuch time and place shall be given prior to the time of the adjourned meetingto the directors who were not present at the time of adjournment.

Section 3.13. Standardof Care; Liability. Each director shall exercise such power andotherwise perform such duties in good faith, in the manner which the directorbelieves to be in the best interests of the Corporation and with such care,including reasonable inquiry using ordinary care and prudence as a personin a like position would use under similar circumstances. In performinghis or her duties, each director shall be entitled to rely on information,opinions, reports or statements, including financial statements or dataprepared or presented by (i) one or more officers or employees of the Corporationwhich the director believes to be reliable and competent; (ii) counsel,independent accountants or similar outside experts; or (iii) a committeeof the board on which the director is not a member unless the directorhas reason to believe after reasonable inquiry that reliance on the reportis not warranted.

Section 3.14. Committees. The board by resolution adopted by a majority of the directors may designateone or more committees, each consisting of one or more directors, to serveat the pleasure of the board. Any such committee shall have the authorityof the board, except with respect to(i) the approval of any action whichby law, ARTICLEs of Incorporation or these bylaws requires shareholderapproval; (ii) the filling of vacancies on the board or any committee;(iii) the fixing of compensation of expenses for board members; (iv)theamendment or repeal of bylaws or the adoption of new bylaws; (v) the amendmentor repeal of any Board of Directors’ resolution; or (vi) the creation ofother committees of the board.

ARTICLEIV. Officers

Section 4.1. Number. The officers of the Corporation shall include a president, one or morevice-presidents, a secretary, and a treasurer, each of whom shall be appointedby the board and ratified by the shareholders. Such other officers andassistant officers and agents as may be deemed necessary may be appointedby the board. Any two or more offices may be held by the same person.

Section 4.2. Appointment;Term of Office. The officers of the Corporation to be appointedby the board shall be appointed annually at the first meeting of the boardheld after each annual shareholders’ meeting. If the appointment of officersshall not be held at such a meeting, the officers shall be appointed assoon thereafter as may be convenient. Each officer shall hold officeuntil a successor is appointed, or until the officer’s death, or untilthe officer resigns, or is removed in the manner provided in Section 4.3.

Section 4.3. Removal. Any officer or agent may be removed by the board whenever in its judgmentthe best interests of the Corporation will be served by such removal. Appointment of an officer or agent shall not, in itself, create contractrights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification,or otherwise may be filled by the board for the unexpired portion of theterm.

Section 4.5. President. The president shall be subject to the control of the board. The president shall supervise and control all the business and affairsof the Corporation. Without limitation, the president shall presideat all meetings of shareholders and directors, perform all duties incidentto the office of president, and such other duties as may be prescribedby the board from time to time.

Section 4.6. Vice-President. In the absence of the president or in the event of the president’s death,or inability or refusal to act, the vice-president shall perform all theduties of the president and when so acting, shall have all the powers of,and be subject to all the restrictions upon the president.

Section 4.7. Secretary. The secretary shall (i) keep the minutes of the shareholder and the Boardof Directors’ meetings in one or more books maintained for that purpose;(ii) provide for the giving of notices required by these bylaws or by law;(iii) be custodian of the corporate records and of the Corporate seal;(iv) and keep a register of the mailing address of each shareholder, whichshall be furnished to the secretary by each shareholder.

Section 4.8. Treasurer. The treasurer shall (i) have charge and custody of, and be responsiblefor, all funds and securities of the Corporation; (ii) receive, and givereceipts for, moneys due and payable to the Corporation from any source,and deposit all such moneys in the name of the Corporation in such depositoriesas my be designated by the board from time to time; and (iii) perform allother duties incident to the office of treasurer and such other dutiesassigned to him or her by the president or the board.

ARTICLEV. Certificates for Shares and Transfer

Section 5.1. Certificatesfor Shares. Certificates representing shares of the Corporationshall be in a form determined by the board. Certificates shall be signedby the president and the Chairman of the Board of Directors.

Section 5.2. Transfer. Shares of the Corporation’s stock shall be transferred only on the stocktransfer books of the Corporation by the holder of record of such sharesor by his or her legal representative. The person in whose name theshares are issued on the books of the Corporation shall be deemed by theCorporation to be the owner of such shares for all purposes.

ARTICLEVI. Contracts, Loans, Checks, and Deposits

Section 6.1. Contracts. The board may authorize any officer to enter into any contract, incur indebtednessor execute and deliver any instrument, in the name of and on behalf ofthe Corporation, and such authority may be general or confined to specificinstances. Authorization must be in writing and signed by the president,Chairman of the Board, and ratified by the shareholders.

Section 6.2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidencesof indebtedness shall be issued in its name, unless authorized by a resolutionof the board, signed by the president and ratified by the shareholders. Such authority may be general or confined to specific instances.

Section 6.3. Checks, Drafts. All checks, drafts, or other orders for the payment of money, notes orother evidences of indebtedness issued in the name of the Corporation,shall be signed by the president and treasurer of the Corporation and insuch manner as shall from time to time be determined by the Board of Directors.

Section 6.4. Deposits. All funds of the Corporation not otherwise employed shall be depositedfrom time to time to the credit of the Corporation in such banks, trustcompanies, or other depositories as the board selects from time to timeand as ratified by the shareholders.

ARTICLEVII. Indemnification; Interested Parties; Insurance

Section 7.1. Indemnification. The Corporation may indemnify to the fullest extent permitted by law, anydirector or officer who has been made, or is threatened to be made, a partyto an action, suit, or proceeding, whether civil, criminal, administrative,investigative, or otherwise (including an action, suit, or proceeding byor in the right of the Corporation) by reason of the fact that the personis a director or officer of the Corporation. The right to andthe amount of indemnification shall be determined in accordance with theprovisions of the NC Business Corporation Act in effect at the time ofthe determination and by ratification of a majority of the issued outstandingshares.

Section 7.2. InterestedParties. A director of the Corporation shall not be disqualifiedby the director’s office from contracting with the Corporation as vendor,purchaser, or otherwise; nor shall any contract or arrangement enteredinto by or on behalf of the Corporation in which any director is in anyway interested be avoided on that account, provided that such contractor arrangement shall have been approved or ratified by the holders of amajority of the outstanding shares of the Corporation entitled to vote,and the interest shall have been disclosed or known to the approving orratifying shareholders.

Section 7.3. Insurance. The Corporation may upon a determination by the board purchase and maintaininsurance on behalf of any agent of the Corporation, including its directors,officers and employees, against any liability which might be asserted againstor incurred by the agent in such capacity, or which might arise out ofthe agent’s status as such, whether or not the Corporation would have thepower to indemnify the agent under Section 7.1.

ARTICLEVIII. Corporate Loans and Guarantees

Section 8.1. CorporateLoans and Guarantees to Agents. Except as provided below, theCorporation shall not make any loan of money or property to, or guaranteeany obligations of, any director, officer, employee or agent of the Corporationunless the loan or guarantee is otherwise adequately secured, approvedby the board, and adheres to the Corporation’s bylaws.

ARTICLEIX. Amendments

Section 9.1. Amendments. These bylaws may be altered, amended, or repealed, and new bylaws may beadopted by a majority vote of the board at any regular or special meeting,subject to repeal or change by action of the shareholders.