Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

NEWPAGE CORPORATION

Adopted August 1, 2006



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TABLE OF CONTENTS



|             |  |                                   |  |  
|------------ |  | --------------------------------- |  | -
|ARTICLE I    |  | DEFINITIONS                       |  | 1
|             |  |                                  
|ARTICLE II   |  | MEETINGS OF STOCKHOLDERS          |  | 1
|             |  |                                  
|Section 2.01 |  | Place of Meeting                  |  | 1
|Section 2.02 |  | Annual Meeting                    |  | 1
|Section 2.03 |  | Special Meetings                  |  | 1
|Section 2.04 |  | Record Date                       |  | 1
|Section 2.05 |  | Quorum and Adjournments           |  | 2
|Section 2.06 |  | Voting                            |  | 2
|Section 2.07 |  | Conduct of Meetings               |  | 2
|Section 2.08 |  | Written Consents                  |  | 2
|             |  |                                  
|ARTICLE III  |  | DIRECTORS                         |  | 3
|             |  |                                  
|Section 3.01 |  | General Powers                    |  | 3
|Section 3.02 |  | Number, Tenure and Qualifications |  | 3
|Section 3.03 |  | Election                          |  | 3
|Section 3.04 |  | Removal                           |  | 3
|Section 3.05 |  | Resignations                      |  | 3
|Section 3.06 |  | Vacancies                         |  | 3
|Section 3.07 |  | Place of Meeting                  |  | 3
|Section 3.08 |  | Compensation                      |  | 4
|Section 3.09 |  | Regular Meetings                  |  | 4
|Section 3.10 |  | Special Meetings                  |  | 4
|Section 3.11 |  | Notice of Meetings                |  | 4
|Section 3.12 |  | Quorum                            |  | 4
|Section 3.13 |  | Conduct of Meetings               |  | 4
|Section 3.14 |  | Committees                        |  | 5
|Section 3.15 |  | Written Consents                  |  | 5
|Section 3.16 |  | Conference Call Meetings          |  | 5
|             |  |                                  
|ARTICLE IV   |  | OFFICERS                          |  | 5
|             |  |                                  
|Section 4.01 |  | Generally                         |  | 5
|Section 4.02 |  | Elected Officers                  |  | 5
|Section 4.03 |  | Appointed Officers                |  | 6
|Section 4.04 |  | Compensation                      |  | 6
|Section 4.05 |  | Term and Removal                  |  | 6
|Section 4.06 |  | Resignations                      |  | 6
|Section 4.07 |  | Vacancies                         |  | 6
|Section 4.08 |  | Duties                            |  | 6



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|             |  |                                        |  |   
|------------ |  | -------------------------------------- |  | --
|ARTICLE V    |  | INDEMNIFICATION                        |  | 7 
|             |  |                                       
|Section 5.01 |  | Right to Indemnification               |  | 7 
|Section 5.02 |  | Intent                                 |  | 8 
|Section 5.03 |  | Indemnification Benefits               |  | 9 
|Section 5.04 |  | Prepayment of Expenses                 |  | 9 
|Section 5.05 |  | Claims                                 |  | 9 
|Section 5.06 |  | Non-Exclusivity of Rights              |  | 9 
|Section 5.07 |  | Other Sources                          |  | 9 
|             |  |                                       
|ARTICLE VI   |  | FISCAL YEAR                            |  | 9 
|             |  |                                       
|ARTICLE VII  |  | CAPITAL STOCK                          |  | 10
|             |  |                                       
|Section 7.01 |  | Certificates                           |  | 10
|Section 7.02 |  | Transfer                               |  | 10
|Section 7.03 |  | Rights of Holder                       |  | 10
|Section 7.04 |  | Lost Certificates                      |  | 10
|             |  |                                       
|ARTICLE VIII |  | DIVIDENDS                              |  | 10
|             |  |                                       
|ARTICLE IX   |  | SEAL                                   |  | 11
|             |  |                                       
|ARTICLE X    |  | REGISTERED OFFICE AND REGISTERED AGENT |  | 11
|             |  |                                       
|ARTICLE XI   |  | AMENDMENTS                             |  | 11
|             |  |                                       
|ARTICLE XII  |  | VOTING SHARES IN OTHER CORPORATIONS    |  | 11



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ARTICLE I

DEFINITIONS

As used in these Bylaws, the following terms have the meanings indicated.

Board
means the Board of Directors of the Corporation.

Bylaws means these Amended and Restated Bylaws of the
Corporation.

Certificate of Incorporation means the Certificate of Incorporation of the Corporation, as amended
from time to time.

Corporation means NewPage Corporation, a Delaware corporation.

GCL means the General Corporation Law of the State of Delaware, as amended from time to time.

including means including without limitation.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01 Place of Meeting. Except as otherwise provided in these Bylaws, the Board may designate any place within or outside the State of Delaware as the place of meeting for any annual or special
meeting of stockholders.

Section 2.02 Annual Meeting. The annual meeting of stockholders for the election of directors and the transaction of any other proper business that may be brought before the meeting will be held on the
date and time after the close of the Corporations fiscal year that the Board may from time to time determine.

Section 2.03 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called by the Chairperson of the Board, the President, the Secretary, or by order of the Board.

Section 2.04 Record Date. The Board may fix a record date for determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment of a meeting, the stockholders
entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful
action. The record date may not precede the date upon which the resolution fixing the record date is adopted by the Board. Unless otherwise required by applicable law, the record date fixed by the Board (1) for determining stockholders entitled
to vote at a meeting of stockholders or adjournment of a meeting must be not be more than 60 nor less than 10 days before the date of the meeting, and (2) for determining any other action must be not more than 60 days before that other action.
If no record date is fixed by the Board, the record date (i) for determining stockholders entitled to



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notice of or to vote at a meeting of stockholders will be at the close of business on the day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) for determining stockholders for any other purpose will be at the close of business on the day on which the Board adopts the related
resolution. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of that meeting, unless the Board fixes a new record date for the adjourned meeting.

Section 2.05 Quorum and Adjournments. Except as otherwise provided by applicable law or by the Certificate of Incorporation, at all meetings of stockholders the holders of a majority of the shares of the
Corporation entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business. If a quorum is not present or represented at a meeting of the stockholders, the stockholders entitled to vote at that
meeting who are present in person or represented by proxy may, by a majority vote of the shares held by those stockholders, adjourn the meeting from time to time without notice of the adjourned meeting if the time and place for the meeting to
reconvene are announced at the meeting at which the adjournment is taken, until a quorum is present or represented.

Section 2.06 Voting. Except as otherwise provided by applicable law or by the Certificate of Incorporation, at any meeting of the stockholders each stockholder of record having the right to vote will be
entitled to one vote for every share of stock standing in the stockholders name as of the record date. Except as otherwise provided by applicable law or by the Certificate of Incorporation, any corporate action to be taken by a vote of the
stockholders, other than the election of directors, must be authorized by the affirmative vote of a majority of the shares present or represented by proxy at the meeting and entitled to vote on the subject matter. Directors must be elected as
provided in Section 3.03 below. Written ballots are not required for voting on any matter unless ordered by the chairperson of the meeting.

Section 2.07 Conduct of Meetings. At each meeting of stockholders, the Chairperson of the Board, or in his or her absence the Chief Executive Officer (or the President if the Chairperson and the Chief
Executive Officer are the same person), will act as chairperson of the meeting. The Secretary, or in his or her absence an Assistant Secretary or any other person appointed by the chairperson of the meeting, will act as secretary of the meeting and
will keep the minutes of the meeting. The order of business at each meeting of the stockholders will be as determined by the chairperson of that meeting.

Section 2.08 Written Consents. Whenever any action by stockholders at a meeting is required or permitted by the GCL, the Certificate of Incorporation or these Bylaws, that action may be taken without a
meeting, without prior notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting at which all shares entitled to vote were present and voted. The Secretary will transmit prompt notice of the taking of any action without a meeting and by less than unanimous written consent to those stockholders
who have not consented in writing.



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ARTICLE III

DIRECTORS

Section 3.01 General Powers.All corporate powers of the Corporation will be exercised by or under the authority of, and the business and affairs of the Corporation will be managed under the direction
of, the Board, subject to any limitation set forth in the Certificate of Incorporation.

Section 3.02 Number, Tenure and Qualifications. Except as otherwise provided by the Certificate of Incorporation, the Board will consist of one or more individuals, the precise number to be fixed by
resolution of the Board from time to time. At the time of adoption of these Bylaws, the Board will consist of 10 members. Except as otherwise provided by the Certificate of Incorporation, the number of directors may be reduced or increased from time
to time by action of the whole Board, but no decrease may shorten the term of an incumbent director. Each member of the Board will hold office until the next annual meeting of stockholders held after his or her election and until his or her
successor has been duly elected and has qualified, or until his or her earlier resignation, removal from office, or death. Directors need not be stockholders of the Corporation.

Section 3.03 Election. Except as otherwise provided by applicable law, by the Certificate of Incorporation or by these Bylaws, the directors will be elected at the annual meeting of the stockholders and
the persons receiving a plurality of the votes cast will be so elected.

Section 3.04 Removal. Unless otherwise provided by the Certificate of Incorporation, these Bylaws or any contract or agreement to which the Corporation is a party, a director may be removed at any time,
with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.05 Resignations. Any director may resign at any time by giving written notice of his or her resignation to the Secretary of the Corporation. A resignation will take effect at the time specified
in the resignation or, if the effective time is not specified, immediately upon its receipt. Unless otherwise specified in the resignation, the acceptance of a resignation is not necessary to make it effective.

Section 3.06 Vacancies. Unless otherwise provided by applicable law or the Certificate of Incorporation, any newly created directorship or any vacancy occurring in the Board may be filled by a majority
of the remaining members of the Board, although that majority may be less than a quorum, and each director so elected will hold office until the expiration of the term of office of the director who he or she has replaced or until his or her
successor is elected and qualified.

Section 3.07 Place of Meeting.The Board may hold its meetings at any place or places within or without the State of Delaware as it may from time to time determine.



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Section 3.08 Compensation. Directors may be allowed such compensation for attendance at regular or special meetings of the Board and of any special or standing committees of the Board as may from time to
time be determined by resolution of the Board.

Section 3.09 Regular Meetings. Regular meetings of the Board will be held on such dates and at such times and places as the Board determines from time to time. Notice of regular meetings need not be
given, except as otherwise required by these Bylaws or by applicable law.

Section 3.10 Special Meetings.Special meetings of the Board, for any purpose or purposes, may be called by the Chairperson of the Board and will be called by the Chairperson of the Board or the
Secretary upon the written request of a majority of the directors. The request will state the date, time, place and purpose or purposes of the proposed meeting.

Section 3.11 Notice of Meetings.Notice of each special meeting of the Board must be given before the meeting is scheduled to commence by the Chairperson of the Board or by the Secretary, and must state
the place, date and time of the meeting. Notice of each meeting will be given to each director and will be effective when (1) given in a writing delivered by hand or courier, effective when actually received, (2) given orally, either by
telephone or in person, effective when given, (3) mailed to the directors residence or usual place of business, effective when deposited in the United States mail, first class postage prepaid, or (4) sent by facsimile transmission to
the directors residence or usual place of business, effective when transmitted with transmission confirmed, or (5) sent by e-mail to an electronic address at which the director has consented to receive notice, effective when transmitted
with transmission confirmed. Notice by first class mail may not be used if notice of less than five business days is being given. Notice of any meeting need not be given to any director who submits, either before or after the time stated in the
notice, a signed waiver of notice or who attends the meeting other than for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Notice of an
adjourned meeting, including the place, date and time of the reconvened meeting, will be given to all directors not present at the time of the adjournment and will also be given to the other directors unless the place, date and time of the
reconvened meeting are announced at the meeting when the adjournment is taken.

Section 3.12 Quorum. At all meetings of the Board, unless otherwise provided in the Certificate of Incorporation or these Bylaws, the presence of a majority of the Directors will constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting will be given in accordance with
Section 3.11 above.

Section 3.13 Conduct of Meetings. At each meeting of the Board, the Chairperson of the Board or, in his or her absence, the Chief Executive Officer (or the President if the Chairperson and the Chief
Executive Officer are the same person) will act as chairperson of the meeting. The Secretary or, in his or her absence, an Assistant Secretary or any other person appointed by the chairperson of the meeting will act as secretary of the meeting and
will keep the minutes of the meeting. The order of business at all meetings of the Board will be as determined by the chairperson of the meeting.



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Section 3.14 Committees.

(a) Designation and Membership. The
Board may designate one or more committees, each consisting of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. If no alternate member is available or has been designated by the Board, the members of the committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another qualified member of the Board to act at the meeting in place of the absent or disqualified member.

(b) Power and Authority. For each committee, the Board will adopt a charter setting forth the powers and authority of the committee. To the extent permitted by applicable law, each committee will have and may exercise all the
powers and authority of the Board in the management of the business and affairs of the Corporation as set forth in the committee charter or other resolutions adopted by the Board, and may authorize the seal of the Corporation to be affixed to all
papers that may require it. Unless the Board otherwise provides, each committee may make, alter and repeal rules for the conduct of its business consistent with the committee charter. In the absence of those rules, a committee will conduct its
business in the same manner as the Board conducts its business pursuant to this Article III.

Section 3.15 Written Consents. Except as expressly otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board or of any committee of
the Board may be taken without a meeting if all members of the Board or of the committee, as the case may be, consent to the action in writing or by electronic transmission (which may take the form of one or more counterparts), and the writings or
electronic transmissions are filed with the minutes of the proceedings of the Board or committee.

Section 3.16 Conference Call Meetings. Members of the Board or any committee of the Board may participate in a meeting of the Board or committee by means of conference telephone or other communications
equipment whereby all persons participating in the meeting can simultaneously hear each other during the meeting, and participation in a meeting pursuant to this Section 3.16 will constitute presence in person at that meeting.

ARTICLE IV

OFFICERS

Section 4.01 Generally. The officers of the Corporation will be as elected by the Board pursuant to Section 4.02 below and as appointed by the Chief Executive Officer pursuant to Section 4.03
below. Any person may hold two or more offices simultaneously, and no officer need be a stockholder of the Corporation. Unless otherwise indicated in these Bylaws, reference to an officer includes both elected and appointed officers.

Section 4.02 Elected Officers. The Board will, at a minimum, elect a Chief Executive Officer and a Secretary (or officers with different titles who perform the function of a Chief Executive Officer and a
Secretary). The Board may from time to time elect such other officers



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as it deems necessary or appropriate for the management and operation of the Corporation, including a President, a Chief Operating Officer, a Chief Financial
Officer and one or more Vice Presidents. Elected officers will exercise the powers and perform the duties that are specified in these Bylaws or in a resolution of the Board or as directed by the Chief Executive Officer or his or her designee.

Section 4.03 Appointed Officers. Unless otherwise restricted by a resolution adopted by the Board, the Chief Executive Officer may appoint in a writing delivered to the Secretary of the Corporation one
or more officers or assistant officers, each of whom will exercise the powers and perform the duties specified by the Chief Executive Officer. At each regular meeting of the Board, the Secretary of the Corporation will report to the Board the names
and titles of any officers appointed by the Chief Executive Officer since the previous regular meeting of the Board.

Section 4.04 Compensation. The salaries of elected officers of the Corporation will be fixed by the Board, except that the Board may delegate to any elected officer the power to fix the compensation of
any other elected officer. The salaries of appointed officers of the Corporation will be fixed by the Chief Executive Officer or his or her designee.

Section 4.05 Term and Removal. Subject to the officers earlier death, resignation or removal, each officer will hold his or her office until his or her successor has been elected or appointed, or
until his or her earlier death, resignation or removal. Any elected officer may be removed at any time, with or without cause, by the Board. Any appointed officer may be removed at any time, with or without cause, by the Chief Executive Officer or
by the Board.

Section 4.06 Resignations. Any officer may resign at any time by giving written notice of his or her resignation to the Secretary of the Corporation. A resignation will take effect at the time specified
in the notice or, if the effective time is not specified in the notice, immediately upon its receipt. Unless otherwise specified in the notice, the acceptance of a resignation is not necessary to make it effective.

Section 4.07 Vacancies. A vacancy in any elected office because of resignation, removal or death may be filled by the Board or, if so provided by resolution of the Board, by an officer of the Corporation
to whom the Board has delegated the authority to appoint a successor. A vacancy in any appointed office because of resignation, removal or death may be filled by the Chief Executive Officer.

Section 4.08 Duties.

(a) Chief Executive Officer. The Chief
Executive Officer will be the principal executive officer of the Corporation. Subject to the control of the Board, the Chief Executive Officer will in general manage, supervise and control all of the business and affairs of the Corporation and will
perform all duties incident to the office of the Chief Executive Officer of the Corporation and any other duties that may be prescribed by the Board from time to time. The Chief Executive Officer will have authority to conduct all ordinary business
on behalf of the Corporation and may execute and deliver on behalf of the Corporation any contract, conveyance or similar document, excluding agreements that expressly require approval of the Board or



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stockholders pursuant to these Bylaws or the GCL and excluding any authority reserved to the Board by resolution of the Board.

(b) Chief Financial Officer. The Chief Financial Officer, if one is appointed, will be the chief financial officer of the
Corporation and, unless a separate person is so elected or appointed, the chief accounting officer of the Corporation. The Chief Financial Officer will assure that the books of account and other accounting records of the Corporation are maintained
in proper form and in general perform all the duties incident to the office of the chief financial officer of a corporation, as well as any other duties that may be assigned to the Chief Financial Officer by the Board or the Chief Executive Officer.

(c) Secretary. The Secretary will have the duties of the officer denominated as the Secretary
under the GCL. The Secretary will (1) attend and keep the minutes of the meetings of stockholders, of the Board, and of committees of the Board in one or more books provided for that purpose, (2) assure that all notices are duly given in
accordance with these Bylaws or as otherwise required by applicable law or the Certificate of Incorporation, (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed only
to documents that have been authorized for execution on behalf of the Corporation, (4) maintain, or cause an agent designated by the Board to maintain, a record of the Corporations stockholders, (5) have general charge of the stock
transfer books of the Corporation or responsibility for supervision, on behalf of the Corporation, of any agent to which stock transfer responsibility has been delegated by the Board, (6) have responsibility for the custody, maintenance and
preservation of those corporate records that the Corporation is required by the GCL or otherwise to create, maintain or preserve, and (7) any other duties that may from time to time be assigned by the Board or the Chief Executive Officer.

(d) Other Principal Officers. The Board may elect and the Chief Executive Officer may appoint one or more
other principal officers of the Corporation whose duties will be as prescribed by the Board or the Chief Executive Officer from time to time.

(e) Assistant Officers. The Board may elect and the Chief Executive Officer may appoint one or more officers to serve as assistants to principal officers of the Corporation whose duties will be as
delegated by the Board, by the Chief Executive Officer, or by the principal officers they assist, including the authority to perform such functions of those principal officers in the place of and with full authority of those principal officers as
may be designated by the Board, by the Chief Executive Officer, or by those principal officers.

ARTICLE V

INDEMNIFICATION

Section 5.01 Right to Indemnification. To the fullest extent permitted by applicable law as it presently exists or may subsequently be amended, the Corporation will indemnify, hold harmless and advance
expenses to any person (a Covered Person) who (1) 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 by or in the right of the Corporation) by reason of the fact that the Covered Person, or a person for whom



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the Covered Person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with that action suit or proceeding, if the
Covered Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful, or (2) was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the
Covered Person, or a person for whom the Covered Person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys fees) actually and reasonably incurred by the Covered Person in connection with the defense or settlement of that action or suit, if the Covered Person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, except as otherwise provided by applicable law. Notwithstanding the preceding sentence, except as otherwise provided in these Bylaws, the Corporation (i) is required to
indemnify a Covered Person in connection with an action, suit or proceeding (or part thereof) commenced by that Covered Person only if the commencement by the Covered Person has been authorized by these Bylaws, in any written agreement with the
Corporation, or in the specific case by the Board or stockholders, and (ii) is required to reimburse a Covered Person for the expense of an action, suit or proceeding brought by the Covered Person against the Corporation for the advancement of
expenses or indemnification under these Bylaws, if the Covered Person is successful in whole or in part on the merits of that action, suit or proceeding. Nothing in this Article V will affect any rights to indemnification or advancement of expenses
to which directors, officers, employees or agents of the Corporation otherwise may be entitled under these Bylaws, under any written agreement with the Corporation, or otherwise. The Corporation may, to the extent authorized from time to time by the
Board or stockholders, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person that provides for indemnification greater or different than
that provided in this Article V. No amendment or repeal of this Article V will adversely affect any right or protection existing under or pursuant to this Article V immediately prior to the amendment or repeal.

Section 5.02 Intent. This Article V is intended to require the Corporation, unless otherwise determined by the Board or as provided for in Section 5.01 in the case of an action, suit or proceeding
(or part thereof) commenced by a Covered Person, to indemnify the Covered Person for judgments, fines, penalties, amounts paid in settlement and expenses (including attorneys fees), and to advance expenses to the Covered Person, in each and
every circumstance in which the indemnification and advancement of expenses could lawfully be permitted by



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express provision of these Bylaws, and the indemnification and expense advancement provided by this Article V may not be limited by the absence of an
express recital of those circumstances.

Section 5.03 Indemnification Benefits. Indemnification pursuant to these Bylaws will inure to the benefit of the heirs, executors, administrators and personal representatives of each Covered Person.

Section 5.04 Prepayment of Expenses. To the fullest extent not prohibited by applicable law, the Corporation will pay the expenses (including attorneys fees) incurred by a Covered Person in
defending any action, suit or proceeding covered by this Article V in advance of its final disposition. To the extent required by applicable law, the Corporations payment of expenses in advance of the final disposition of the action, suit
or proceeding will be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article V or otherwise.

Section 5.05 Claims. If a claim by a Covered Person for indemnification (following the final disposition of an action, suit or proceeding) or advancement of expenses under this Article V is not paid in
full within 30 days after the claim has been received in writing by the Corporation, the Covered Person may file suit to recover the unpaid amount of the claim and, if successful in whole or in part, will be entitled to be paid the expense of
prosecuting the claim. In any such suit the Corporation will have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 5.06 Non-Exclusivity of Rights. The rights conferred on any Covered Person by this Article V are exclusive of any other rights that the Covered Person may have or subsequently acquire under any
statute, the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 5.07 Other Sources. Any obligation of the Corporation to indemnify or to advance expenses to a Covered Person who was or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount that the Covered Person has actually collected as indemnification or advancement of expenses from the other corporation,
partnership, joint venture, trust, enterprise or non-profit entity.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation will be a calendar year unless and until a different fiscal year is established by resolution adopted by the Board.



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ARTICLE VII

CAPITAL STOCK

Section 7.01 Certificates. Each holder of stock will be entitled to have a certificate certifying the number of shares in the Corporation owned by that holder and signed by or in the name of the
Corporation by the Chairperson, the Vice Chairperson, the President or a Vice President, if any, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. The signatures on the certificate may be a
facsimile. If an officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate is no longer serving in that capacity when the certificate is issued, it may be issued by the Corporation with the
same effect as if that person were still serving in that capacity at the time of issue.

Section 7.02 Transfer. Transfers of stock may be made on the books of the Corporation only by the person named in the certificate or, in the case of shares not represented by certificates, by the person
named in the Corporations stock transfer records as the owner of those shares of stock or, in either case, by an attorney lawfully constituted in writing. In addition, with respect to shares represented by certificates, transfers may be made
only upon surrender of the share certificate, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.04 below.

Section 7.03 Rights of Holder. The Corporation may treat the holder of record of any share of the Corporation as the person entitled to vote that share (to the extent the share is entitled to vote), to
receive any distribution with respect to that share, and for all other purposes. Accordingly, the Corporation is not bound to recognize any equitable or other claim to or interest in any share on the part of any person other than the holder of
record, whether or not it has notice of the interest, except as otherwise provided by applicable law.

Section 7.04 Lost Certificates. Any person claiming that a certificate of stock has been lost, stolen or destroyed must make an affidavit or affirmation of that fact in such manner as the Board may
require and must, if the Board so requires, give the Corporation a bond of indemnity in the form and amount and with one or more sureties satisfactory to the Board, whereupon an appropriate new certificate may be issued in lieu of the one alleged to
have been lost, stolen or destroyed.

ARTICLE VIII

DIVIDENDS

To the extent permitted by applicable law, the Board will have full power and discretion, subject to the Certificate of Incorporation, to determine what, if any, dividends or distributions will be declared and paid or
made.



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ARTICLE IX

SEAL

The corporate seal will be in the form specified in the minutes of the organizational meeting of the Corporation or as the Board may subsequently from time to time determine.

ARTICLE X

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation is 1209 Orange Street, County of New Castle, City of Wilmington, Delaware 19801 and the name of
the registered agent is The Corporation Trust Company. The Corporation may have other offices at such places within or without the State of Delaware as the Board may from time to time designate or the business of the Corporation may require or make
desirable.

ARTICLE XI

AMENDMENTS

These Bylaws may be adopted, amended or repealed by the Board or by the stockholders of the Corporation.

ARTICLE XII

VOTING SHARES IN OTHER CORPORATIONS

Unless otherwise directed by the Board, shares in other corporations that are held by the Corporation will be represented and voted only by an elected
officer or by a proxy or proxies appointed by an elected officer.



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