Exhibit 3.2



BY-LAWS



OF



SWS GROUP, INC.



(A DELAWARE CORPORATION)



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TABLE OF CONTENTS



|                                   |  |             |  |                                                 |  |  
|---------------------------------- |  | ----------- |  | ----------------------------------------------- |  | -
|ARTICLE I                          |  |             |  |                                                
|                                   |  |            
|OFFICES                            |  |             |  |                                                
|                                   |  |             | 
|                                   |  | Section 1.  |  | Registered Office                               |  | 1
|                                   |  | Section 2.  |  | Other Offices                                   |  | 1
|                                   | 
|ARTICLE II                         |  | 1          
|                                   | 
|MEETINGS OF STOCKHOLDERS           |  |            
|                                   |  |             | 
|                                   |  | Section 1.  |  | Time and Place of Meetings                      |  | 1
|                                   |  | Section 2.  |  | Annual Meetings                                 |  | 1
|                                   |  | Section 3.  |  | Notice of Annual Meetings                       |  | 1
|                                   |  | Section 4.  |  | Special Meetings                                |  | 1
|                                   |  | Section 5.  |  | Notice of Special Meetings                      |  | 1
|                                   |  | Section 6.  |  | Quorum                                          |  | 2
|                                   |  | Section 7.  |  | Organization                                    |  | 2
|                                   |  | Section 8.  |  | Voting                                          |  | 2
|                                   |  | Section 9.  |  | List of Stockholders                            |  | 3
|                                   |  | Section 10. |  | Inspectors of Votes                             |  | 3
|                                   |  | Section 11. |  | Actions Without a Meeting                       |  | 3
|                                   | 
|ARTICLE III                        |  | 3          
|                                   | 
|BOARD OF DIRECTORS                 |  |            
|                                   |  |             | 
|                                   |  | Section 1.  |  | Powers                                          |  | 3
|                                   |  | Section 2.  |  | Number, Qualification, and Term of Office       |  | 4
|                                   |  | Section 3.  |  | Resignations                                    |  | 4
|                                   |  | Section 4.  |  | Removal of Directors                            |  | 4
|                                   |  | Section 5.  |  | Vacancies                                       |  | 4
|                                   | 
|MEETINGS OF THE BOARD OF DIRECTORS |  |            
|                                   |  |             | 
|                                   |  | Section 6.  |  | Place of Meetings                               |  | 4
|                                   |  | Section 7.  |  | Annual Meetings                                 |  | 4
|                                   |  | Section 8.  |  | Regular Meetings                                |  | 5
|                                   |  | Section 9.  |  | Special Meetings; Notice                        |  | 5
|                                   |  | Section 10. |  | Quorum and Manner of Acting                     |  | 5
|                                   |  | Section 11. |  | Remuneration                                    |  | 5
|                                   | 
|COMMITTEES OF DIRECTORS            |  |            
|                                   |  |             | 
|                                   |  | Section 12. |  | Executive Committee; How Constituted and Powers |  | 5



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|                |  |             |  |                                                           |  |   
|--------------- |  | ----------- |  | --------------------------------------------------------- |  | --
|                |  | Section 13. |  | Organization                                              |  | 6 
|                |  | Section 14. |  | Meetings                                                  |  | 6 
|                |  | Section 15. |  | Quorum and Manner of Acting                               |  | 6 
|                |  | Section 16. |  | Other Committees                                          |  | 6 
|                |  | Section 17. |  | Alternate Members of Committees                           |  | 7 
|                |  | Section 18. |  | Minutes of Committees                                     |  | 7 
|                | 
|GENERAL         |  |            
|                |  |             | 
|                |  | Section 19. |  | Actions Without a Meeting                                 |  | 7 
|                |  | Section 20. |  | Presence at Meetings by Means of Communications Equipment |  | 7 
|                | 
|ARTICLE IV      |  | 7          
|                | 
|NOTICES         |  |            
|                |  |             | 
|                |  | Section 1.  |  | Type of Notice                                            |  | 7 
|                |  | Section 2.  |  | Waiver of Notice                                          |  | 7 
|                |  | Section 3.  |  | When Notice Unnecessary                                   |  | 8 
|                | 
|ARTICLE V       |  | 8          
|                | 
|OFFICERS        |  |            
|                |  |             | 
|                |  | Section 1.  |  | Elected and Appointed Officers                            |  | 8 
|                |  | Section 2.  |  | Time of Election or Appointment                           |  | 8 
|                |  | Section 3.  |  | Salaries of Elected Officers                              |  | 8 
|                |  | Section 4.  |  | Term                                                      |  | 8 
|                |  | Section 5.  |  | Duties of the Chairman of the Board                       |  | 8 
|                |  | Section 6.  |  | Duties of the President                                   |  | 9 
|                |  | Section 7.  |  | Duties of Vice Presidents                                 |  | 9 
|                |  | Section 8.  |  | Duties of Assistant Vice Presidents                       |  | 9 
|                |  | Section 9.  |  | Duties of the Secretary                                   |  | 9 
|                |  | Section 10. |  | Duties of Assistant Secretaries                           |  | 10
|                |  | Section 11. |  | Duties of the Treasurer                                   |  | 10
|                |  | Section 12. |  | Duties of Assistant Treasurers                            |  | 10
|                |  | Section 13. |  | Duties of the Controller                                  |  | 10
|                |  | Section 14. |  | Duties of Assistant Controllers                           |  | 11
|                | 
|ARTICLE VI      |  | 11         
|                | 
|INDEMNIFICATION |  |            
|                |  |             | 
|                |  | Section 1.  |  | Actions Other than by or in the Right of the Corporation  |  | 11
|                |  | Section 2.  |  | Actions by or in the Right of the Corporation             |  | 11
|                |  | Section 3.  |  | Determination of Right to Indemnification                 |  | 12
|                |  | Section 4.  |  | Right to Indemnification                                  |  | 12



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|                                  |  |            |  |                                                               |  |   
|--------------------------------- |  | ---------- |  | ------------------------------------------------------------- |  | --
|                                  |  | Section 5. |  | Prepaid Expenses                                              |  | 13
|                                  |  | Section 6. |  | Indemnification upon Application; Procedure upon Application. |  | 13
|                                  | 
|ARTICLE VII                       |  | 14        
|                                  | 
|CERTIFICATES REPRESENTING STOCK   |  |           
|                                  |  |            | 
|                                  |  | Section 1. |  | Right to Certificate                                          |  | 14
|                                  |  | Section 2. |  | Facsimile Signatures                                          |  | 14
|                                  |  | Section 3. |  | New Certificates                                              |  | 14
|                                  |  | Section 4. |  | Transfers                                                     |  | 14
|                                  |  | Section 5. |  | Record Date                                                   |  | 14
|                                  |  | Section 6. |  | Registered Stockholders                                       |  | 15
|                                  | 
|ARTICLE VIII                      |  | 15        
|                                  | 
|GENERAL PROVISIONS                |  |           
|                                  |  |            | 
|                                  |  | Section 1. |  | Dividends                                                     |  | 15
|                                  |  | Section 2. |  | Reserves                                                      |  | 15
|                                  |  | Section 3. |  | Annual Statement                                              |  | 16
|                                  |  | Section 4. |  | Checks                                                        |  | 16
|                                  |  | Section 5. |  | Fiscal Year                                                   |  | 16
|                                  |  | Section 6. |  | Corporate Seal                                                |  | 16
|                                  | 
|ARTICLE IX                        |  | 16        
|                                  | 
|RESTRICTIONS ON TRANSFER OF STOCK |  |           
|                                  |  |            | 
|                                  |  | Section 1. |  | Limitations on Transfer                                       |  | 16
|                                  |  | Section 2. |  | Repurchase of Stock of Persons Not Approved.                  |  | 16
|                                  |  | Section 3. |  | Stock Legends.                                                |  | 18
|                                  |  | Section 4. |  | Securities Laws                                               |  | 18
|                                  | 
|ARTICLE X                         |  | 18        
|                                  | 
|AMENDMENTS                        |  |           



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ARTICLE I



OFFICES



Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.



Section 2. Other Offices. The
Corporation may also have offices at such other place or places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.



ARTICLE II



MEETINGS OF STOCKHOLDERS



Section 1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.



Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 1992, shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote
a Board of Directors and transact such other business as may properly be brought before the meeting.



Section 3. Notice of Annual Meetings. Written notice of the annual meeting, stating the place, date, and hour of the meeting, shall be given
to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting.



Section 4. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by
the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall be called by the Chairman of the Board, the President, or the Secretary at the request in writing of the holders of not less than fifty percent
(50%) of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting, unless the Certificate of Incorporation provides for a different percentage, in which event such provision of the
Certificate of Incorporation shall govern. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.



Section 5. Notice of Special Meetings. Written
notice of a special meeting, stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60
days before the date of the meeting.



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Section 6. Quorum. Except as otherwise provided by statute or the Certificate of
Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the
stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to
time without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.



Section 7. Organization. At each meeting of the stockholders, the Chairman of the Board or the President, determined as provided in Article
V of these By-Laws, or if those officers shall be absent therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such
meeting and keep the minutes thereof.



Section 8.
Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and
registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-Laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote
at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly by the Corporation,
shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall
provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders all matters, except where other provision is made by
law, the Certificate of Incorporation, or these By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of
directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written ballot on any question or at the direction of such chairman that a vote by written ballot be taken on any question, such vote shall be taken by
written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.



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Section 9. List of Stockholders. It shall be the duty of the Secretary or other officer of
the Corporation who shall have charge of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least 10 days before
every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, 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, during ordinary business hours, for a period of at least 10 days before said meeting, either at a place within the city where said meeting is to be
held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the whole time thereof,
and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.



Section
10. Inspectors of Votes. At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have theretofore made such appointments. Each Inspector of
Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes, if any, shall take
charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes
need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may
be directly interested.



Section 11. Actions Without
a Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may by taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior
notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in
writing.



ARTICLE III



BOARD OF DIRECTORS



Section 1. Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these By-Laws directed or required to
be exercised or done by the stockholders.



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Section 2. Number, Qualification, and Term of Office. The number of directors which shall
constitute the whole Board of Directors shall not be less than three (3) nor more than eleven (11). Within the limits above specified, the number of directors which shall constitute the whole Board of Directors shall be determined by resolution of
the Board of Directors or by the stockholders at any annual or special meeting or otherwise pursuant to action of the stockholders. Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except
as provided in Sections 4 and 5 of this Article III, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he
resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or special
meeting of stockholders. Such election shall be by written ballot.



Section 3. Resignations. Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or if the time when it shall
become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.



Section 4. Removal of Directors. Any director may be
removed, either with or without cause, at any time, by the affirmative vote by written ballot of a majority in voting interest of the stockholders of record of the Corporation entitled to vote, given at an annual meeting or at a special meeting of
the stockholders called for that purpose. The vacancy in the Board of Directors caused by any such removal shall be filled by the stockholders at such meeting or, if not so filled, by the Board of Directors as provided in Section 5 of this Article
III.



Section 5. Vacancies. Vacancies and newly
created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the annual meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by
statute.



MEETINGS OF THE BOARD OF DIRECTORS



Section 6. Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or without the State of Delaware.



Section 7. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the
annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.



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Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined by the Board of Directors.



Section 9. Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President,
or the Secretary on 24 hours notice to each director, either personally or by telephone or by mail, telegraph, telex, cable, wireless, or other form of recorded communication; special meetings shall be called by the Chairman of the Board, the
President, or the Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by telegraph, telex, cable, wireless, or
other form of recorded communication, or if he shall be present at such meeting.



Section 10. Quorum and Manner of Acting. At all meetings of-the Board
of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.



Section 11. Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors,
none of the directors shall, as such, receive any stated remuneration for his services; but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation,
either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise
provide that the Corporation shall reimburse each director for any expenses paid by him on account of his attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.



COMMITTEES OF
DIRECTORS



Section 12. Executive Committee; How
Constituted and Powers. The Board of Directors may in its discretion, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee consisting of one or more of the directors of the Corporation. Subject to
the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and these By-Laws, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the
powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive
Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors or to elect or approve officers of the Corporation. The Executive Committee shall have the power and
authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall



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have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership
of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.



Section 13. Organization. The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all
meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint
a chairman or secretary, as the case may be, of the meeting.



Section 14. Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of Delaware, as shall be fixed by resolution
adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a majority of the members of the
Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, telegraph, telex, cable, wireless, or other form of recorded communication or be delivered personally or by telephone to each
member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if waived by him in writing or by telegraph,
telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of the
Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of procedure.



Section 15. Quorum and Manner of Acting. A majority of the
Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Executive Committee.



Section 16. Other Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall
have and may exercise, subject to the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and these By-Laws, the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the
Executive Committee, or any other committee or in their respective membership, to appoint or remove officers of the Corporation, or to authorize the issuance of shares of the capital stock of the Corporation, except that such a committee may, to the
extent provided in said resolutions, grant and authorize options and other rights with respect to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors. Such committee or committees shall
have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee,
either with or without cause, at any time.



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Section 17. Alternate Members of Committees. The Board of Directors may designate one or
more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.



Section 18. Minutes of Committees. Each committee shall keep
regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.



GENERAL



Section 19. Actions Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or the committee.



Section 20. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting conducted pursuant to this
Section 20 shall constitute presence in person at such meeting.



ARTICLE IV



NOTICES



Section 1. Type of Notice. Whenever, under the provisions of
any applicable statute, the Certificate of Incorporation, or these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, in person or by
mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given in any manner permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method of communication so permitted.



Section 2. Waiver of Notice. Whenever any notice is required to
be given under the provisions of any applicable statute, the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, telegraph, telex, cable, wireless, or other form of recorded communication may constitute such a waiver.



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Section 3. When Notice Unnecessary. Whenever, under the provisions of the Act, the
Certificate of Incorporation or these By-Laws, any notice is required to be given to any stockholder, such notice need not be given to the stockholder if:



| | (a) | notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (b) | all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,
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have been mailed to that person, addressed at his address as shown on the records of the
Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written
notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.



ARTICLE V



OFFICERS



Section 1. Elected and Appointed Officers. The elected officers of the Corporation shall be a President, one or more Vice Presidents, with or without such descriptive titles as the Board of Directors shall deem appropriate, a
Secretary, and a Treasurer, and, if the Board of Directors so elects, a Chairman of the Board (who shall be a director), and a Controller. The Board of Directors or the Executive Committee of the Board of Directors by resolution also may appoint one
or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, Assistant Controllers, and such other officers and agents as from time to time may appear to be necessary or advisable in the conduct of the affairs of the Corporation.



Section 2. Time of Election or Appointment. The
Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant to Section 1 of this Article V. Officers of the Corporation may also be elected or appointed, as the
case may be, at any other time.



Section 3. Salaries
of Elected Officers. The salaries of all elected officers of the Corporation shall be fixed by the Board of Directors.



Section 4. Term. Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or
until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative
vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.



Section 5. Duties of the Chairman of the Board. The Chairman of
the Board shall be the Chief Executive Officer of the Corporation, and shall have, subject to the provisions of these By-Laws, general supervision of the affairs of the Corporation and general and active control of all its



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business. He shall preside at all meetings of stockholders and, in the absence of any other person designated thereto by
these By-Laws, at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in
the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending
final action by the authority which shall have elected or appointed him, any officer subordinate to the Chairman of the Board; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a
corporation, except as otherwise provided in these By-Laws.



Section 6. Duties of the President. The President shall be the Chief Operating Officer of the Corporation, shall in the absence or disability of the Chairman of the Board perform the duties and exercise the powers of the Chief
Executive Officer, and shall have, subject to review and approval of the Chairman of the Board, responsibility for the general day-to-day operations of the Corporations properties and facilities and such other duties and responsibilities as
(i) are customarily possessed by a chief operating officer of a corporation similar in size and line of business as the Corporation and (ii) may be delegated to him from time to time by the Board of Directors of the Corporation.



Section 7. Duties of Vice Presidents. In the absence of the
President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.



Section 8. Duties of Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant
Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other
duties and have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe.



Section 9. Duties of the Secretary. The Secretary shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees
when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under
whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his
signature or by the signature of



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such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. He shall have
authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.



Section 10. Duties of Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the
Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and
exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Secretary may from time to time prescribe.



Section 11. Duties of the Treasurer. The Treasurer shall have
the custody of the corporate funds and.securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance, if one is so designated, and
he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.



Section 12. Duties of Assistant Treasurers. The Assistant Treasurer or Assistant Treasurers shall assist the Treasurer, and in the absence
of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from
time to time prescribe.



Section 13. Duties of the
Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. He shall cause to be
maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with the maximum efficiency
and economy. If required, he shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform
such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance.



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Section 14. Duties of Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the
Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors,
the President, or the Controller may from time to time prescribe.



ARTICLE VI



INDEMNIFICATION



Section 1. Actions Other than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action, suite, or proceeding by or in the right of the Corporation) (collectively referred to in this Section 1 as an Action), by reason of the fact that he is or was a director of officer of the Corporation, against
expenses (including, without limitation, attorneys fees), judgments, fines, and amounts paid in settlement (collectively, Expenses) actually and reasonably incurred by him in connection with such Action, if (i) he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, (ii) the Action does not relate (even in part) to his service or the performance of his duties as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise (whether or not he was so serving at the request of the Corporation), and (iii) with respect to any criminal Action, had no reasonable cause to believe his conduct was
unlawful. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any Action by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (each such person being hereinafter referred to in this Article VI as a Corporate Functionary), against
Expenses actually and reasonably incurred by him in connection with such Action, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal
Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Action, that he had reasonable cause to believe that his conduct
was unlawful. In this Article VI, an other enterprise includes, without limitation, an employee benefit plan, and a fine includes, without limitation, any excise tax imposed with respect to an employee benefit plan.



Section 2. Actions by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Corporation to procure a



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judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation against expenses
(including, without limitation, attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that (i) no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to
the extent that the Court of Chancery or the court in which such action, suit, or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper, and (ii) the Corporation shall not be required to (but, to the extent permitted by the preceding part of this sentence,
may) indemnify any such person in respect of any claim, issue, or matter relating to his employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (whether or not he was so serving at the request of the
Corporation). The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a Corporate Functionary against expenses (including, without limitation, attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit,
or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such
Corporate Functionary shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action, suit, or proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such Corporate Functionary is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.



Section 3. Determination of Right to
Indemnification. Any indemnification under Section 1 or Section 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director
or officer or of the Corporate Functionary is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.



Section 4. Right to Indemnification. Notwithstanding the other provisions of this Article VI, to the extent that a director, officer, or Corporate Functionary has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Section 1 or Section 2 of this Article VI (including, without limitation, the dismissal of an action, suit, or proceeding without prejudice or the settlement of an action, suit,
or proceeding without admission of liability), or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses (including, without limitation, attorneys fees) actually and reasonably incurred by him
in connection therewith.



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Section 5. Prepaid Expenses. Expenses incurred by a director of officer of the Corporation
in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined he is not entitled to be indemnified by the Corporation as authorized in this Article VI. Expenses incurred by a Corporate Functionary in defending a civil or criminal action, suit, or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit, or proceeding, upon (i) receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined he is not entitled to be indemnified
by the Corporation as authorized in this Article VI and (ii) such other terms and conditions, if any, as the Board of Directors deems appropriate.



Section 6. Indemnification upon Application; Procedure upon Application.



(a) Any indemnification of a director or officer of the Corporation under Sections 1, 2, and 4, or any advance to a director
or officer of the Corporation under Section 5, of this Article VI shall be made promptly upon, and in any event within 60 days after, the written request of the director of officer. The right to indemnification or an advance of expenses granted by
this Article VI shall be enforceable by the director of officer of the Corporation in any court of competent jurisdiction if his claim is not paid in full within 60 days. The expenses of the director or officer incurred in connection with
successfully establishing his right to indemnification or an advance of expenses, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.



(b) Within 60 days after receipt of a written application by any Corporate Functionary for indemnification in his capacity
as such under any of Sections 1, 2 and 4, or any advance under Section 5, of this Article VI (i) a determination as to whether indemnification shall be made under Section 3, of this Article VI, or (ii) if the request is for an advance of expenses,
the Board of Directors, by majority vote of a quorum consisting of disinterested directors, shall determine whether such advance shall be made. In the case described in clause (ii) of the preceding sentence, if no quorum of disinterested directors
is obtainable, the Board of Directors shall promptly direct independent legal counsel to decide whether the requested indemnification or advance shall be made. The expenses of the Corporate Functionary incurred in connection with successfully
requesting indemnification or advancement of expenses in any such proceeding shall be reimbursed by the Corporation, but no such expenses in connection with an unsuccessful or only partially successful request shall be reimbursed.



(c) In any suit brought by the director, officer, or Corporate Functionary to
enforce a right to indemnification under this Article VI (but not in a suit brought to enforce a right to an advance of expenses), it shall be a defense that the director, officer or Corporate Functionary has not met the applicable standard of
conduct for indemnification under Section 1 or Section 2 of this Article VI. In any suit by the Corporation to recover expenses advanced to the director, officer or Corporate Functionary pursuant to the terms of an undertaking, the Corporation shall
be entitled to recover those expenses upon a final adjudication that the director, officer or Corporate Functionary has not met the applicable standard of conduct for indemnification under Section 1 or Section 2 of this Article VI. In any suit by
the director, officer or Corporate Functionary to enforce a right to indemnification or to an advance of expenses under this Article VI, or by the Corporation to recover expenses advanced pursuant to the terms of an undertaking, the burden of proof
shall be on the Corporation.



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ARTICLE VII



CERTIFICATES REPRESENTING STOCK



Section 1. Right to Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President, or a Vice President and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, that,
except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent
such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights.



Section 2. Facsimile Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a 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 were such officer, transfer agent, or registrar at the date of issue.



Section 3. New Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation and alleged
to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall
require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such
new certificate.



Section 4. Transfers. Upon
surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to transfer, it shall be the duty of the Corporation, subject
to any proper restrictions on transfer, to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.



Section 5. Record Date. The Board of Directors may fix in advance a date, not preceding the date on which the
resolution fixing the record date is adopted, and



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| | (i) | not more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof,
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | not more than 10 days after the date on which the resolution fixing the record date is adopted, as a record date in connection with obtaining a consent of the stockholders in
writing to corporate action without a meeting, or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | not more than 60 days before the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of
capital stock shall go into effect, or the date on which any other lawful action shall be taken, as the record date for determining the stockholders entitled to receive payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or other lawful action of the corporation,
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, any such meeting and any adjournment thereof (provided, however, that the Board of Directors may fix a new record date for an adjourned meeting), or to give such consent, or to receive payment of such dividend or
distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.



Section 6. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not provided by the laws of the State of Delaware.



ARTICLE VIII



GENERAL PROVISIONS



Section 1. Dividends. Dividends upon the capital stock of the
Corporation, if any, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors (but not any committee thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of Incorporation.



Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in
their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.



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Section 3. Annual Statement. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.



Section 4. Checks. All checks or demands for money and promissory notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of Directors may from time to time prescribe.



Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.



Section 6. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization, and the word Delaware. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise.



ARTICLE IX



RESTRICTIONS ON TRANSFER OF STOCK



Section 1. Limitations on Transfer. None of the shares of
capital stock of the Corporation issued before an initial public offering of the Corporations capital stock (Restricted Shares) shall be sold, transferred by gift, encumbered, or in any way disposed of or alienated (collectively, a
Transfer) during the 180-day period following the effective date of the registration statement filed in connection with the initial public offering, except with the written consent of the Corporation pursuant to the terms of this Article
IX, which consent may be withheld by the Corporation in its sole discretion for any reason or for no reason whatsoever. Any stockholder desiring to Transfer any Restricted Shares during that period shall first give written notice (the
Notice) to the Corporation of his intention to do so, accompanied by any documentation relating to the proposed Transfer. The Corporation shall then have a period of 15 days to notify the stockholder proposing such Transfer whether it
consents; if the Corporation notifies the stockholder proposing the Transfer that it does not consent or gives the stockholder no notice whatsoever within such 15-day period, then the stockholder shall be prohibited from making the proposed Transfer
of Restricted Shares. If the Corporation does give its written consent to the proposed Transfer, such Transfer shall be made only on the terms contained in the Notice and such other terms and conditions (if any) as the Corporation shall impose for
purposes of complying with any applicable laws or any contract or agreement by or to which the Corporation or any of its stock is bound or subject. Any attempted or purported Transfer of any Restricted Shares that is not in compliance with the terms
of this Article IX shall be void and the Corporation shall not recognize any such attempted or purported Transfer for any purpose whatsoever or record such Transfer on its stock ledger.



Section 2. Repurchase of Stock of Persons Not Approved.



(a) Whenever, pursuant to New York Stock Exchange, Inc.
(NYSE) Rules, a person who is required to be approved by the NYSE or its Board as a member, allied member, or approved person (as those terms are defined in the Constitution of the NYSE) fails or
ceases to be so approved (such person being referred to herein as the Non-Approved Person), the Corporation may repurchase, redeem, or convert to a fixed income security (the election of which method to be made by the Corporation in its
sole discretion) that minimum



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number of shares of voting stock of the Corporation owned by such Non-Approved Person or by another
stockholder (as provided below) as is necessary to reduce (i) the number of voting shares owned by the Non-Approved Person to less than (x) twenty-five percent (25%) of the outstanding voting capital stock of the Corporation or (y) if different,
that number of shares which constitutes control as defined in NYSE Rule 2, as amended, or any successor Rule (such number of shares being referred hereafter as the Control Number), or (ii) if the Non-Approved Person holds
voting rights with respect to shares of capital stock not owned by him, the aggregate of the number of shares of voting stock owned by the Non-Approved Person and the voting rights held by the Non-Approved Person in shares of voting stock not owned
by him to less than the Control Number of shares of outstanding capital stock of the Corporation. With respect to a repurchase, redemption, or conversion under clause (i) of the preceding sentence, such repurchase, redemption, or conversion shall be
made only with respect to shares of stock owned by the Non-Approved Person. With respect to a repurchase, redemption, or conversion under clause (ii) of the first sentence of this subsection, such repurchase, redemption, or conversion shall be made
first with respect to shares of stock owned by the Non-Approved Person and, only if the Non-Approved Person does not own a sufficient number of shares of stock himself, then with respect to shares of stock owned by one or more stockholders other
than the Non-Approved Person but with respect to which the Non-Approved Person holds voting rights. Each holder of shares of voting capital stock of the Corporation shall be bound by the provisions of this Section 2 and shall sell to the Corporation
or present for redemption or conversion by the Corporation any voting securities held by such person upon receipt from the Corporation of written notice of the Corporations exercise of its right and obligation under this Section 2. Nothing in
this Section 2 shall preclude the voluntary relinquishment by a Non-Approved Person of voting rights held by him in voting stock owned by another stockholder in order to achieve compliance with NYSE Rules.



(b) If the Corporation elects to repurchase voting
securities from a stockholder pursuant to Section 2(a), (i) the purchase price therefor shall be the average of the closing sale price for the stock of the Corporation (or, if there is no closing sale price reported, the average of the bid and asked
prices reported for that day) as quoted on the NASDAQ National Market System for the 15 trading days immediately preceding the date on which the relevant person formally becomes a Non-Approved Person, and (ii) the purchase price shall be paid in
cash at a closing to be held as specified below. If the Corporation elects to redeem voting securities from a stockholder pursuant to Section 2(a), the amount of the redemption price and the terms of payment thereof shall be as specified in the
Certificate of Incorporation or resolutions of the Board of Directors fixing the designation, relative rights, preferences, and limitations of the shares being redeemed. If the Corporation elects to convert voting securities owned by a stockholder
pursuant to Section 2(a), the conversion shall be effected in accordance with the resolutions of the Board of Directors approving such conversion and, if applicable, the Certificate of Incorporation or resolutions of the Board of Directors fixing
the designation, relative rights, preferences, and limitations of the stock being issued upon such conversion to the stockholder. Whichever alternative is elected by the Corporation, the closing of the repurchase, redemption, or conversion of stock
pursuant to this Section 2 shall be held within ten (10) days after the mailing by the Corporation of the notice specified in subsection (a) above.



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Section 3. Stock Legends.



(a) Each certificate representing shares of voting capital stock of the Corporation, whenever issued, shall
bear the following restrictive legend:



Article IX of
the By-Laws of the Corporation permits the Corporation to repurchase, redeem, or convert to a fixed income security this stock if the holder fails or ceases to be approved as required by the New York Stock Exchange. A copy of the By-Laws may be
obtained, without charge, upon written request to the Corporation. Any pledge or transfer of this certificate or the stock represented hereby (or any interest therein) not in compliance with the By-Laws shall be void.



(b) Each certificate representing shares of capital stock of
the Corporation issued before the initial public offering of the Corporations capital stock shall bear the following restrictive legend:



Article IX of the By-Laws of the Corporation restricts the transfer or pledge of shares issued before an initial public offering of the
Corporations capital stock. A copy of the By-Laws may be obtained, without charge, upon written request to the Corporation. Any pledge or transfer of this certificate or the stock represented hereby (or any interest therein) not in compliance
with the By-Laws shall be void.



Provided, however, that if both the
legend set out in subsection (a) and the legend set out in subsection (b) are required, then the first sentence only of the legend in subsection (b) may be included on the certificate as a part of the legend in subsection (a), after the first
sentence thereof, in lieu of reciting the whole of the legend language in subsection (b).



Section 4. Securities Laws. Shares of capital stock of the Corporation that have been issued by the Corporation without registration under the Securities Act of 1933, as amended from time to time, and
any other applicable securities laws shall not be offered for sale, sold, assigned, transferred, or pledged by the holder thereof unless they have been duly registered under the applicable securities laws or unless the Corporation shall have
received advice of counsel to the Corporation or an opinion of other counsel satisfactory to the Corporation to the effect that the proposed transfer would not be in violation of said laws, and (in addition to the legends set forth in Section 3 of
this Article IX) a restrictive legend substantially in the form of that set forth below may be placed conspicuously on the certificate for any such shares:



The shares represented by this certificate have not been registered under the Securities Act of 1933 (the Act) or under any other
applicable securities laws. The shares may not be offered for sale, sold, assigned, transferred or pledged without registration under the Act and any other applicable securities laws or without an opinion of counsel satisfactory to the Corporation
that registration is not required.



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ARTICLE X



AMENDMENTS



These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new By-Laws be contained in the notice of such special meeting.



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