Specify certain procedural matters relating to how the date
and time of an annual meeting of stockholders is fixed as
well as the place of the annual meeting unless the Board
determines that the annual meeting shall be held by means
of remote communication.

Provide for the ability of the Board to postpone or cancel
any previously scheduled annual or special meeting of the
stockholders by resolution of the Board upon public notice
given prior to the time previously scheduled for such
meeting of stockholders.

Specify certain procedural matters relating to how a list
of the stockholders entitled to vote at a stockholders
meeting will be made available to stockholders at least ten
(10) calendar days before the meeting.

Specify certain procedural matters relating to the
requirements for any business to be brought before an
annual meeting of stockholders, including, but not limited
to, the prerequisites for a stockholder to bring any
business before an annual meeting of stockholders.

Add and revise provisions requiring an advance notice of
stockholder proposals to be submitted to the Corporation in
connection with business intended to be brought before an
annual meeting of stockholders (the Proposal
Notice), including, but not limited to, provisions
that:

o

Specify that, to be timely, a stockholders Proposal Notice
must be delivered to, or mailed and received by, the
Secretary of the Corporation at the principal executive
offices of the Corporation not earlier than the close of
business on the one hundred and fiftieth (150th) calendar
day and not later than the close of business on the one
hundred and twentieth (120th) calendar day prior to the
one-year anniversary date of the immediately preceding
years annual meeting of stockholders (the Anniversary
Date);provided, however, that in the event
that the date of the annual meeting is more than thirty
(30) calendar days before or more than sixty (60) calendar
days after the Anniversary Date, or if the Corporation did
not hold an annual meeting in the preceding fiscal year,
notice by the stockholder to be timely must be so
delivered, or mailed and received, not later than the later
of (i) the close of business on the ninetieth (90th)
calendar day prior to such annual meeting or (ii) the close
of business on the tenth (10th) calendar day following the
day on which public disclosure of the date of such annual
meeting was first made;

o

Provide for a defined term, Proposing Person, to
encompass the individuals for whom information is required
to be included in a Proposal Notice or Nominating Notice
(as defined below), as the case may be, and defining
Proposing Person to include the stockholder
providing the applicable notice, the beneficial owner of
the Corporations capital stock, if different, on whose
behalf the applicable notice is given, any affiliate or
associate (as such terms are defined in the Securities
Exchange Act of 1934, as amended (the Exchange Act))
of such stockholder or beneficial owner, each other person
who is Acting in Concert (as defined below) with
such stockholder or beneficial owner, persons who are
members of any Schedule 13D group (as such term is used in
Rule 13d-5 under the Exchange Act) with such stockholder or
beneficial owner, and persons who are participants in any
solicitation of proxies by such stockholder or beneficial
owner;

o

Provide that a person shall be deemed to be Acting in
Concert with another person if such person knowingly
acts (whether or not to an express agreement, arrangement
or understanding) in concert with, or towards a common goal
relating to the management, governance or control of the
Corporation in parallel with, such other person where (A)
each person is conscious of the other persons conduct or
intent and this awareness is an element in their
decision-making processes and (B) at least one additional
factor suggests that such persons intend to act in concert
or in parallel, which such additional factors may include,
without limitation, exchanging information (whether
publicly or privately), attending meetings, conducting
discussions, or making or soliciting invitations to act in
concert or in parallel; provided, that a person shall not
be deemed to be Acting in Concert with any other person
solely as a result of the solicitation or receipt of
revocable proxies from such other person in response to a
solicitation made to, and in accordance with, Section 14(a)
of the Exchange Act by way of a proxy statement filed on
Schedule 14A. A person Acting in Concert with another
person shall be deemed to be Acting in Concert with any
third party who is also Acting in Concert with such other
person;

o

Further specify the information required to be provided by
Proposing Persons in respect of the business proposed in
their Proposal Notice, including, but not limited to, the
following information regarding such persons:

their ownership, direct and indirect, in the Corporations
securities, including any shares, owned beneficially (as
defined in Rule 13d-3 (or any successor thereof) under the
Exchange Act) and/or held of record by such persons
(including any shares of any class or series of the
Corporation as to which such person has a right to acquire
beneficial ownership at any time in the future, whether
such right is exercisable immediately, only after the
passage of time or only upon the satisfaction of certain
conditions precedent);

a description in reasonable detail of any pending, or to
the knowledge of any such persons, threatened legal
proceeding in which any Proposing Person is a party or
participant involving the Corporation or any officer,
director, affiliate or associate of the Corporation;

a description in reasonable detail of any relationship
(including any direct or indirect interest in any
agreement, arrangement or understanding, written or oral)
between any Proposing Person and the Corporation or any
director, officer, affiliate or associate of the
Corporation;

a description in reasonable detail of any derivative
interests that are directly or indirectly, held or
maintained by such persons with respect to any shares of
any class or series of shares of the Corporations
securities (including any short position or any borrowing
or lending of shares of stock) that has been made by or on
behalf of such persons, the effect or intent of any of the
foregoing being to mitigate loss to, or to manage risk of
stock price changes for, any such persons or any of their
affiliates or associates (as such terms are defined in Rule
12b-2 of the Exchange Act) or to increase or decrease the
voting power or pecuniary or economic interest of such
persons or any of their affiliates or associates with
respect to stock of the Corporation, including any security
or instrument that would not otherwise constitute a
derivative security (as such term is defined in Rule
16a-1(c) under the Exchange Act) as a result of any feature
that would make any conversion, exercise or similar right
or privilege of such security or instrument becoming
determinable only at some future date or upon the happening
of a future occurrence;

a description in reasonable detail of any proxy, contract,
arrangement, understanding or relationship, written or oral
and formal or informal, between such Proposing Person and
any other person or entity (naming each such person or
entity) to which the Proposing Person has a right to vote
any shares of the Corporation;

a description in reasonable detail of any rights to
dividends on the shares of any class or series of shares of
the Corporation directly or indirectly held of record or
beneficially by such Proposing Person that are separated or
separable from the underlying shares of the Corporation;

a description in reasonable detail of any
performance-related fees (other than an asset-based fee) to
which the Proposing Person may be entitled as a result of
any increase or decrease in the value of shares of the
Corporation or any of its derivative securities;

any direct or indirect interest of such Proposing Person in
any contract or agreement with the Corporation, or any
affiliate or associate of the Corporation (naming such
affiliate or associate);

a description in reasonable detail of all agreements,
arrangements and understandings, written or oral, formal or
informal (1) between or among any of the Proposing Persons
or (2) between or among any of the Proposing Persons and
any other person or entity (naming each such person or
entity) in connection with or related to the proposal of
business by a stockholder, including without limitation,
(A) any understanding, formal or informal, written or oral,
that any Proposing Person may have reached with any
stockholder of the Corporation (naming each such
stockholder) with respect to how such stockholder will vote
its shares in the Corporation at any meeting of the
Corporations stockholders or take other action in support
of or related to any business proposed, or other action to
be taken, by the Proposing Person, and (B) any agreements
that would be required to be disclosed by any Proposing
Person or any other person or entity to Item 5 or Item 6 of
a Schedule 13D that would be filed to the Exchange Act and
the rules and regulations promulgated thereunder
(regardless of whether the requirement to file a Schedule
13D is applicable to the Proposing Person or other person
or entity); and

all other information relating to such Proposing Persons
that would be required to be disclosed in a proxy statement
or other filing required to be made by any Proposing
Persons in connection with the contested solicitation of
proxies by such persons in support of the business proposed
to be brought before the stockholders meeting to Section
14(a) and Regulation 14A under the Exchange Act;

o

Further specify, as to each item of business that the
stockholder giving the Proposal Notice proposes to bring
before the annual meeting, the information required to be
provided about such proposed business, including, but not
limited to the following:

the reasons (including the text of any reasons for the
business that would be disclosed in any proxy statement or
supplement thereto to be filed with the SEC) detailing why
such stockholder or any other Proposing Person believes
that the taking of the action or actions proposed to be
taken would be in the best interests of the Corporation and
its stockholders;

the text of the proposal or business (including the text of
any resolutions proposed for consideration);

a description in reasonable detail of any interest of any
Proposing Person in such business, including any
anticipated benefit to the stockholder or any other
Proposing Person therefrom, including any interest that
would be disclosed to the Corporations stockholders in any
proxy statement to be distributed to the Corporations
stockholders; and

all other information relating to such proposed business
that would be required to be disclosed in a proxy statement
or other filing required to be made by any of the Proposing
Persons in connection with the contested solicitation of
proxies in support of such proposed business by one or more
Proposing Persons to Section 14(a) and Regulation 14A under
the Exchange Act;

o

Require the Proposing Person to, from time to time, update
and supplement the information provided by such stockholder
in its Proposal Notice and, in furtherance thereof, include
a provision that allows the Corporation, the Board or any
duly authorized committee thereof to request the Proposing
Person to provide written verification of the information
submitted by the Proposing Person such that the information
contained in the Proposal Notice is true, correct and
complete in all respects;

o

Require that the Proposal Notice include a representation
as to whether any Proposing Person intends to deliver a
proxy statement and form of proxy to holders of at least
the percentage of the Corporations outstanding capital
stock entitled to vote and required to approve the proposed
business described in the Proposal Notice and, if so,
identifying each such Proposing Person;

o

Require that the Proposal Notice include a representation
that the stockholder or its qualified representative
intends to appear in person at the meeting to propose the
actions specified in the Proposal Notice and to vote all
proxies solicited;

o

Require a stockholder to specifically identify in the
Proposal Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;

o

Specify that a stockholder must set forth in writing
directly within the body of the Proposal Notice (as opposed
to being incorporated by reference from any other document
or writing not included with, and made a part of, the
Proposal Notice) all the information required to be
included in the Proposal Notice to the Bylaws;

o

Specify that a stockholder submitting the Proposal Notice,
by its delivery to the Corporation, represents and warrants
that all information contained therein is true, accurate
and complete in all respects, contains no false and
misleading statements and such stockholder acknowledges
that it intends for the Corporation and the Board to rely
on such information as (i) being true, accurate and
complete in all respects, without regard to what other
information may be publicly available but not contained in
the Proposal Notice, and (ii) not containing any false and
misleading statements;

o

Require that, notwithstanding any notice of the annual
meeting sent to stockholders on behalf of the Corporation,
a stockholder must separately provide a Proposal Notice in
accordance with the Bylaws to conduct business at any
stockholder meeting and further clarifying that, if the
stockholders proposed business is the same or relates to
business brought by the Corporation and included in the
Corporations annual meeting notice, the stockholder is
nevertheless still required to comply with the advance
notice of business provisions of the Bylaws and give its
own separate and timely Proposal Notice to the Secretary of
the Corporation which complies in all respects with the
applicable requirements of the Bylaws;

o

Provide that, in addition to the requirements contained in
the Bylaws, a Proposing Person must also comply with all
applicable requirements of the Exchange Act and Delaware
law with respect to any stockholder proposal and business
that may be sought to be brought before an annual meeting
of stockholders and any solicitation of proxies in
connection therewith; and

o

Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a
Proposal Notice.

Specify certain procedural matters relating to (A) the
process by which the Boards Nominating and Governance
Committee will make a recommendation to the Board on
whether to accept or reject, or take other action with
respect to, a resignation that is tendered by an incumbent
director nominated for re-election who does not receive the
vote of at least the majority of the votes cast at any
meeting for the election of directors at which a quorum is
present; (B) the process by which the Board will act on the
tendered resignation, taking into account the Nominating
and Governance Committees recommendation; (C) the process
by which the Boards decision to accept or reject the
tendered resignation will be publicly disclosed; and (D)
the process by which any vacancy resulting from a directors
resignation that is accepted by the Board is filled.

Specify certain procedural matters relating to the
requirements for any director nominations to be brought
before a stockholders meeting, including, but not limited
to, the prerequisites for a stockholder to bring a proposed
director nomination before a stockholders meeting.

Amend the provisions related to the advance notice of
proposed director nominations, including, but not limited
to, revisions to:

o

Specify that, to be timely, a stockholders notice of
nomination, shall be made in writing and delivered to, or
mailed and received by, the Secretary of the Corporation at
the principal office of the Corporation (i) not earlier
than the close of business on the one hundred and fiftieth
(150th) calendar day and not later than the close of
business on the one hundred and twentieth (120th) calendar
day prior to the Anniversary Date, or (ii) in the case of a
special meeting of stockholders called in accordance with
the Bylaws for the purpose of electing directors, or in the
event that the annual meeting of stockholders is called for
a date that is more than thirty (30) calendar days before
or more than sixty (60) calendar days after the Anniversary
Date, or if the Corporation did not hold an annual meeting
in the preceding fiscal year, notice by the stockholder to
be timely must be so delivered, or mailed and received, not
later than the later of (i) the close of business on the
ninetieth (90th) calendar day prior to such meeting or (ii)
the close of business on the tenth (10th) calendar day
following the day on which public disclosure of the date of
such meeting was first made;

o

Further specify the information required to be provided by
Proposing Persons in their advance notice of proposed
nominations of candidates for election to the Board (the
Nominating Notice) which is required to include, as
to each Proposing Person, substantially the same
information about such Proposing Person that is required to
be included in a Proposal Notice, as more fully discussed
above, except that any reference to business or
proposal therein is deemed to refer to the
nomination of a director or directors by a
stockholder which is proposed in a Nominating Notice;

o

Further specify the information required to be provided in
the Nominating Notice about each person being proposed as a
nominee for election to the Board, including, but not
limited to, the following:

all information with respect to such proposed nominee that
would be required to be set forth in a Nominating Notice if
such proposed nominee was a Proposing Person;

all information relating to such proposed nominee that
would be required to be disclosed in a proxy statement or
other filing required to be made with the SEC by any
Proposing Person to Section 14(a) under the Exchange Act to
be made in connection with a contested solicitation of
proxies by a Proposing Person for an election of directors
in a contested election;

such proposed nominees executed written consent to be named
in the proxy statement of the Proposing Person as a nominee
and to serve as a director of the Corporation if elected;

to the extent that such proposed nominee has entered into
(1) any agreement, arrangement or understanding (whether
written or oral) with, or has given any commitment or
assurance to, any person or entity as to the positions that
such proposed nominee, if elected as a director of the
Corporation, would take in support of or in opposition to
any issue or question that may be presented to him or her
for consideration in his or her capacity as a director of
the Corporation, (2) any agreement, arrangement or
understanding (whether written or oral) with, or has given
any commitment or assurance to, to any person or entity as
to how such proposed nominee, if elected as a director of
the Corporation, would act or vote with respect to any
issue or question presented to him or her for consideration
in his or her capacity as a director of the Corporation,
(3) any agreement, arrangement or understanding (whether
written or oral) with any person or entity that could be
reasonably interpreted as having been both (a) entered into
in contemplation of the proposed nominee being elected as a
director of the Corporation, and (b) intended to limit or
interfere with the proposed nominees ability to comply, if
elected as a director of the Corporation, with his or her
fiduciary duties, as a director of the Corporation, to the
Corporation or its stockholders, or (4) any agreement,
arrangement or understanding (whether written or oral) with
any person or entity that could be reasonably interpreted
as having been or being intended to require such proposed
nominee to consider the interests of a person or entity
(other than the Corporation and its stockholders) in
complying with his or her fiduciary duties, as a director
of the Corporation, to the Corporation or its stockholders,
a description in reasonable detail of each such agreement,
arrangement or understanding (whether written or oral) or
commitment or assurance;

a description in reasonable detail of any and all
agreements, arrangements and/or understandings, written or
oral, between such proposed nominee and any person or
entity (naming each such person or entity) with respect to
any direct or indirect compensation, reimbursement,
indemnification or other benefit (whether monetary or
non-monetary) in connection with or related to such
proposed nominees candidacy for election to the Board
and/or service on the Board if elected as a member of the
Board;

a description in reasonable detail of any and all other
agreements, arrangements and/or understandings, written or
oral, between such proposed nominee and any person or
entity (naming such person or entity) in connection with
such proposed nominees service or action as a proposed
nominee and, if elected, as a member of the Board; and

all information that would be required to be disclosed to
Items 403 and 404 under Regulation S-K if the stockholder
giving the notice or any other Proposing Person were the
registrant for purposes of such rule and the proposed
nominee were a director or executive officer of such
registrant;

o

Require the Proposing Person to, from time to time, update
and supplement the information provided by such Proposing
Person in its Nominating Notice and, in furtherance
thereof, authorize the Corporation, the Board or any duly
authorized committee thereof to request the Proposing
Person to provide written verification of the information
submitted by the Proposing Person such that the information
contained in the Nominating Notice is true, correct and
complete in all respects;

o

Require a stockholder to specifically identify in the
Nominating Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;

o

Specify that a Proposing Person must set forth in writing
directly within the body of the Nominating Notice (as
opposed to being incorporated by reference from any other
document or writing not included with, and made a part of,
the Proposal Notice) all the information required to be
included in the Nominating Notice to the Bylaws;

o

Provide that a Proposing Person submitting the Nominating
Notice, by its delivery to the Corporation, represents and
warrants that all information contained therein is true,
accurate and complete in all respects, contains no false
and misleading statements and such Proposing Person
acknowledges that it intends for the Corporation and the
Board to rely on such information as (i) being true,
accurate and complete in all respects, without regard to
what other information may be publicly available but not
contained in the Nominating Notice, and (ii) not containing
any false and misleading statements;

o

Provide that, notwithstanding any notice of stockholders
meeting sent to stockholders on behalf of the Corporation,
a Proposing Person must separately comply with the advance
notice of nominations provisions of the Bylaws to propose
director nominations at any stockholders meeting and would
still be required to give its own separate and timely
Nominating Notice to the Secretary of the Corporation which
complies in all respects with the applicable requirements
of the Bylaws;

o

Provide that the stockholder or a qualified representative
of such stockholder must be present in person at a
stockholders meeting and must represent that it will be
present at such meeting in order for a proposed director
nomination to be brought before the meeting;

o

Provide that in the event that the number of directors to
be elected to the Board of the Corporation is increased and
there is no public disclosure naming all of the proposed
nominees for Director or specifying the size of the
increased Board made by the Corporation at least one
hundred (130) calendar days prior to the one year
anniversary of the immediately preceding years annual
meeting, a Nominating Notice required by the Bylaws shall
also be considered timely, but only with respect to
proposed nominees for any new positions created by such
increase, and only with respect to a stockholder who had,
prior to such increase in the size of the Board, previously
submitted a Nominating Notice prior to the deadline for
submitting director nominations in compliance with the
Bylaws, if such Nominating Notice is delivered to, or
mailed and received by, the Secretary of the Corporation at
the principal office of the Corporation not later than the
close of business on the tenth (10th) calendar day
following the day on which such public disclosure is first
made by the Corporation; and

o

Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a
Nominating Notice.

Provide more detailed procedural provisions with respect to
stockholders meetings, including, but not limited to, the
organization and conduct of the meeting, meeting protocol,
the retention of inspectors of election for such meetings,
and proxies for such meetings.

Provide procedural provisions for having stockholders
request that a record date be set by the Board for
determining that the stockholders requesting that a special
meeting be called have met the requisite twenty percent
(20%) stock ownership threshold provided for in the Bylaws
and requiring informational disclosures to be included with
such request that are substantially similar to those
required to be included in a Proposal Notice or a
Nominating Notice.

Provide procedures for having stockholders, who have met
the requisite twenty percent (20%) stock ownership
threshold requirement necessary to request that a special
meeting of stockholders be called, request that a special
meeting be called and requiring informational disclosures
to be made together with such request that are
substantially similar to those required to be included in a
Proposal Notice or a Nominating Notice.

Provide procedural provisions for special meetings called
by stockholders that permit the Board to not call the
special meeting under certain circumstances, including if
the matter with respect to which the special meeting sought
to be called relates to a similar or substantially similar
matter intended to be considered at an upcoming annual
meeting or if the actions proposed to be taken are not
actions that stockholders can take under Delaware law or
under the Corporations Certificate of Incorporation or
Bylaws.

Delete provisions in the Bylaws(that are inoperative as
they are either inconsistent with provisions in the
Corporations Certificate of Incorporation or provisions of
Delaware law that require the provision to be included in
the Corporations Certificate of Incorporation in order for
it to be operative.

Revise the provisions of the Bylaws relating to officers
and stock certificates to conform the Bylaws to more
current and customary public company practice and to more
accurately reflect current practice at the Corporation.

Require that any stockholder proposed bylaw amendments must
be specifically identified in a notice of stockholder
meetings provided in the notice of the meeting along with
the text of any such proposed amendment and/or any
resolution calling for any such amendment.

Exhibit Number

Description

3.1

Amended and Restated Bylaws of MeetMe, Inc., as adopted by
the Board of Directors on December 20, 2016