Amended and restated bylaws of Georgia Advanced Technology Ventures, Inc.

Developed in preparation for reaffirmation of accreditation by the Commission on Colleges of the Southern Association of Colleges and SchoolsThe Corporation is organized and shall be operated exclusively as a supporting organization to and for the benefit of the Georgia Institute of Technology to foster and support education and scientific research and economic development throughout the State of Georgia by promoting the State of Georgia for the development of new high technology research and industry within the State of Georgia. The Corporation may otherwise act to promote and support such other research and educational and charitable purposes as the Board of Directors shall determine in compliance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) which purposes are in accord with the charitable purposes of the Georgia Institute of Technology; provided, however, that all activities of the Corporation shall at all times be in compliance with the rules and requirements of Section 501(c) of the Code. It is intended that the Corporation shall have the status of a corporation which is exempt from Federal income taxation under Sections 501(a) and 509(a)(3) of the Code, as an organization described in Section 501(c) of the Code. Subject to these by-laws, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation