EX-4.2


 Exhibit 4.2 
 BYLAWS 
 OF 

EOG RESOURCES, INC. 
 A Delaware Corporation 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  
  

 
  

			
	Date of Adoption:	  	August 23, 1989
		
	As Amended Effective:	  	December 12, 1990,
		  	February 8, 1994,
		  	January 19, 1996,
		  	February 13, 1997,
		  	May 5, 1998,
		  	September 7, 1999,
		  	February 14, 2000,
		  	May 8, 2001,
		  	February 20, 2003,
		  	 January 4, 2008,
 February
26, 2009 and
 May 3, 2013








 BYLAWS 
 Table of Contents 
  

									
	 Article I.
	    	Offices	  	 	1	  
				
	 Section
	    	1.	    	Registered Office	  	 	1	  
	 Section
	    	2.	    	Offices	  	 	1	  
	 Section
	    	3.	    	Books and Records	  	 	1	  
			
	 Article II.
	    	Stockholders	  	 	1	  
				
	 Section
	    	1.	    	Place of Meetings	  	 	1	  
	 Section
	    	2.	    	Quorum; Adjournment of Meetings	  	 	1	  
	 Section
	    	3.	    	Notice of Stockholder Business and Nominations	  	 	2	  
	 Section
	    	4.	    	Procedure for Election of Directors; Required Vote	  	 	6	  
	 Section
	    	5.	    	Record Date	  	 	7	  
	 Section
	    	6.	    	Notice of Meetings	  	 	7	  
	 Section
	    	7.	    	Stockholder List	  	 	7	  
	 Section
	    	8.	    	Proxies	  	 	8	  
	 Section
	    	9.	    	Voting; Elections; Inspectors	  	 	8	  
	 Section
	    	10.	    	Conduct of Meetings	  	 	9	  
	 Section
	    	11.	    	Treasury Stock	  	 	9	  
	 Section
	    	12.	    	Record Date for Action by Written Consent	  	 	9	  
	 Section
	    	13.	    	Inspectors of Written Consent	  	 	10	  
	 Section
	    	14.	    	Effectiveness of Written Consent	  	 	10	  
			
	Article III.	    	Board of Directors	  	 	10	  
				
	 Section
	    	1.	    	Power; Number; Term of Office	  	 	10	  
	 Section
	    	2.	    	Quorum; Voting	  	 	11	  
	 Section
	    	3.	    	Place of Meetings; Order of Business	  	 	11	  
	 Section
	    	4.	    	First Meeting	  	 	11	  
	 Section
	    	5.	    	Regular Meetings	  	 	11	  
	 Section
	    	6.	    	Special Meetings	  	 	11	  
	 Section
	    	7.	    	Removal	  	 	11	  
	 Section
	    	8.	    	Vacancies; Increases in the Number of Directors	  	 	12	  
	 Section
	    	9.	    	Compensation	  	 	12	  
	 Section
	    	10.	    	Action Without a Meeting; Telephone Conference Meeting	  	 	12	  
	 Section
	    	11.	    	Approval or Ratification of Acts or Contracts by Stockholders	  	 	12	  
	 Section
	    	12.	    	Independent Directors	  	 	13	  
			
	 Article IV.
	    	Committees	  	 	14	  
				
	 Section
	    	1.	    	Executive Committee	  	 	14	  
	 Section
	    	2.	    	Audit Committee	  	 	14	  
	 Section
	    	3.	    	Other Committees	  	 	14	  
	 Section
	    	4.	    	Procedure; Meetings; Quorum	  	 	14	  
	 Section
	    	5.	    	Substitution and Removal of Members; Vacancies	  	 	15	  


  
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	Article V.	    	Officers	  	 	15	  
				
	 Section
	    	1.	    	Number, Titles and Term of Office	  	 	15	  
	 Section
	    	2.	    	Powers and Duties of the Chief Executive Officer	  	 	15	  
	 Section
	    	3.	    	Powers and Duties of the Chairman of the Board	  	 	16	  
	 Section
	    	4.	    	Powers and Duties of the President	  	 	16	  
	 Section
	    	5.	    	Powers and Duties of the Chief Operating Officer	  	 	16	  
	 Section
	    	6.	    	Powers and Duties of the Chief Financial Officer	  	 	16	  
	 Section
	    	7.	    	Vice Presidents	  	 	16	  
	 Section
	    	8.	    	General Counsel	  	 	17	  
	 Section
	    	9.	    	Corporate Secretary	  	 	17	  
	 Section
	    	10.	    	Deputy Corporate Secretary and Assistant Secretaries	  	 	17	  
	 Section
	    	11.	    	Treasurer	  	 	17	  
	 Section
	    	12.	    	Assistant Treasurers	  	 	18	  
	 Section
	    	13.	    	Controllers	  	 	18	  
	 Section
	    	14.	    	Assistant Controllers	  	 	18	  
	 Section
	    	15.	    	Powers and Duties of the Vice Chairman of the Board	  	 	18	  
	 Section
	    	16.	    	Action with Respect to Securities of Other Corporations	  	 	18	  
	 Section
	    	17.	    	Delegation	  	 	18	  
			
	 Article VI.
	    	Capital Stock	  	 	19	  
				
	 Section
	    	1.	    	Shares of Stock	  	 	19	  
	 Section
	    	2.	    	Transfer of Shares	  	 	19	  
	 Section
	    	3.	    	Ownership of Shares	  	 	20	  
	 Section
	    	4.	    	Regulations Regarding Shares of Stock	  	 	20	  
	 Section
	    	5.	    	Lost or Destroyed Certificates	  	 	20	  
			
	Article VII.	    	Miscellaneous Provisions	  	 	20	  
				
	 Section
	    	1.	    	Fiscal Year	  	 	20	  
	 Section
	    	2.	    	Corporate Seal	  	 	20	  
	 Section
	    	3.	    	Notice and Waiver of Notice	  	 	20	  
	 Section
	    	4.	    	Facsimile Signatures	  	 	21	  
	 Section
	    	5.	    	Reliance upon Books, Reports and Records	  	 	21	  
	 Section
	    	6.	    	Application of Bylaws	  	 	21	  
			
	Article VIII.	    	Amendments	  	 	21	  


  
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 BYLAWS 
 OF 
 EOG RESOURCES, INC. 

Article I 

Offices 

Section 1. Registered Office. The registered office of the Corporation required by the General Corporation Law of the
State of Delaware to be maintained in the State of Delaware shall be the registered office named in the Certificate of Incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the
manner provided by law. 
 Section 2. Offices. The Corporation may also have offices at such other places
both within and without the state of incorporation of the Corporation as the Board of Directors may from time to time determine or the business of the Corporation may require. 
 Section 3. Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the
Board of Directors. 
 Article II 
 Stockholders 
 Section 1. Place of Meetings. All
meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the state of incorporation of the Corporation as shall be specified or fixed in the notices or waivers of notice thereof.

 Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by law or provided in the
Certificate of Incorporation or these Bylaws, (i) the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders
for the transaction of business, (ii) the affirmative vote of the holders of a majority of such stock so present or represented at any meeting of stockholders at which a quorum is present shall constitute the act of the stockholders, and
(iii) where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote
on that matter and the affirmative vote of the majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. The stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough 

  
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stockholders to leave less than a quorum, subject to the provisions of clauses (ii) and (iii) above. 
 Notwithstanding the other provisions of the Certificate of Incorporation or these Bylaws, the chairman of the meeting or the holders of a majority of the issued and outstanding stock, present in person or
represented by proxy and entitled to vote thereat, at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the
time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at such meeting. 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 called. 

Section 3. Notice of Stockholder Business and Nominations. 

(A) Annual Meetings. 
 (1) An annual meeting of the stockholders shall be held at such place (within or without the state of incorporation of the Corporation), on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting. Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of the giving of the notice provided for in
this Bylaw and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this Bylaw as to such business or nomination; clause (c) shall be the exclusive means
for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule), and included in the
Corporation’s notice of meeting) before an annual meeting of stockholders. 
 (2) Without
qualification or limitation, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to paragraph (A)(1)(c) of this Bylaw, the stockholder must have given timely notice thereof in writing
to the Corporate Secretary and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public
announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the
10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual 

  
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meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice to the Corporate
Secretary (whether given pursuant to this paragraph (A)(2) or paragraph (B)) must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith; (ii) (A) the class or series and number
of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option,
warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in
whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract,
derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the
value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or
right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any,
or any affiliates or associates or others acting in concert therewith may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (a “Derivative Instrument”), directly or indirectly
owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or
decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any
agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, the purpose or effect of
which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder
with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of
the Corporation (“Short Interests”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any
proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest
in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or
Derivative Instruments, (H) any significant equity interests or any Derivative 

  
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Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the
Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), if any, as of the date of such notice and
any updates and supplements thereof, including without limitation any such shares, rights or interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such
stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date); and (iii) any other information relating to such stockholder and beneficial owner, if any,
that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election (as defined in
Section 4 of this Article II) pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the notice relates to any business other than a nomination of a director or directors that the
stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition to the matters set forth in clause (a) above, also set forth: (i) a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for
consideration), and (iii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such
business by such stockholder; and (c) as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, in addition to the matters set forth in clause (a) above, also set forth:
(i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a
description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if
any, and their respective affiliates and associates or others acting in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates or others acting in concert therewith, on the other hand,
including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if
any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a
reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. 

  
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 (3) Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the Corporate Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first
made by the Corporation. 
 (B) Special Meetings. 

Subject to the rights of the holders of any Preferred Stock of the Corporation, special meetings of the stockholders may be called only by
the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of the giving of the notice provided for in this Bylaw and at the time of the special meeting, (ii) is entitled to vote at the
meeting, and (iii) complies with the notice procedures set forth in this Bylaw as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this
Bylaw with respect to any nomination shall be delivered to the Corporate Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later
than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day
following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special
meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. 

(C) General. 
 (1) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be brought before the 

  
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meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to
declare that such defective proposal or nomination shall be disregarded. 
 (2) For purposes of this Bylaw, “public
announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act and the rules and regulations promulgated thereunder. 
 (3) In the event that a person is validly designated as a nominee
to the Board of Directors and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee.

 (4) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and
shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to paragraph (A)(1)(c) or paragraph (B) of this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
(i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor rule) or (ii) of the holders of any series of Preferred Stock of the
Corporation if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8, nothing in these Bylaws shall be construed to permit any stockholder or give any stockholder the right to include or
have disseminated or described in the Corporation’s proxy statement any nomination or any other business. 

Section 4. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by ballot and, subject to the rights of the holders of any series of Preferred Stock of the Corporation to elect directors under specified circumstances, a majority of the votes cast at any
meeting for the election of directors at which a quorum is present shall elect directors. For purposes of this Bylaw, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the
number of votes cast with respect to that director’s election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director’s election. Notwithstanding the foregoing, in the event
of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw and Section 3 of this Article
II, a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Corporate Secretary as of the
close of the applicable notice of nomination period set forth in Section 3 of this Article II, based on whether one or more notice(s) of nomination were timely filed in accordance with said Section 3 of this Article II; provided, however,
that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. If, prior to the time the Corporation mails its initial
proxy statement in connection with 

  
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such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected,
the election shall not be considered a contested election, but in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast. 

Section 5. Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or 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 Board of Directors of the Corporation may fix a date as the record date for any such determination of stockholders, which record date shall not precede the date on which the resolutions fixing the record date
are adopted and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting of stockholders, nor more than sixty (60) days prior to any other action. 

If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders
entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with Article VII, Section 3 of these Bylaws notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. 
 Section 6. Notice of Meetings. Written notice of the place, date and hour of all
meetings, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board (if any) or the
Corporate Secretary to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice may be delivered either personally or by mail. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. 
 Section 7. Stockholder List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the
address of each such stockholder and the number of shares registered in the name of such stockholder, 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 ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The
stockholder list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 

  
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 Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of stockholders shall be filed with the Corporate Secretary, or such other officer as the Board of Directors may from time to time determine
by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions touching upon the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

 No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power. 
 Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to
be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any
particular issue, each proxy so attending shall be entitled to exercise such powers in respect of such portion of the shares as is equal to the reciprocal of the fraction equal to the number of proxies representing such shares divided by the total
number of shares represented by such proxies. 
 Section 9. Voting; Elections; Inspectors. Unless otherwise
required by law or provided in the Certificate of Incorporation, each stockholder shall on each matter submitted to a vote at a meeting of stockholders have one vote for each share of stock entitled to vote which is registered in his name on the
record date for the meeting. For the purposes hereof, each election to fill a directorship shall constitute a separate matter. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as
the bylaws (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be
voted by the executor or administrator of such person’s estate, either in person or by proxy. 
 All voting, except as
required by the Certificate of Incorporation or where otherwise required by law, may be by a voice vote; provided, however, upon request of the chairman of the meeting, or upon demand therefor by stockholders holding a majority of the issued and
outstanding stock present in person or by proxy at any meeting a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may
be required under the procedure established for the meeting. All elections of directors shall be by written ballots, unless otherwise provided in the Certificate of Incorporation. 

At any meeting at which a vote is taken by written ballots, the chairman of the meeting may appoint one or more inspectors, each of whom
shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality 

  
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and according to the best of such inspector’s ability. Such inspector shall receive the written ballots, count the votes and make and sign a certificate of the result thereof. The chairman
of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector. 
 Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. 

Section 10. Conduct of Meetings. The meetings of the stockholders shall be presided over by the Chairman of the Board,
or at the request of the Chairman of the Board or if the Chairman of the Board is not present, by the Chief Executive Officer, or at the request of the Chairman of the Board or if the Chief Executive Officer is not present, by the Vice Chairman of
the Board (if any), or at the request of the Chairman of the Board or if neither the Chairman of the Board, the Chief Executive Officer nor the Vice Chairman of the Board (if any) is present, by a chairman elected at the meeting. The Corporate
Secretary of the Corporation, if present, shall act as secretary of such meetings, or if the Corporate Secretary is not present, the Deputy Corporate Secretary or an Assistant Secretary shall so act; if neither the Corporate Secretary or the Deputy
Corporate Secretary or an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of discussion as seem to the chairman in order. 

Section 11. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by
it and such shares shall not be counted for quorum purposes. Nothing in this Section 11 shall be construed as limiting the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

 Section 12. Record Date for Action by Written Consent. In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Corporate Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 12). If no record date has been fixed by the Board of
Directors pursuant to the first sentence of this Section 12 or otherwise within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place of business, or to any officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery


  
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shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior
action. 
 Section 13. Inspectors of Written Consent. In the event of the delivery, in the manner provided by
Section 12, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of promptly
performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 12 represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing
contained in this Section 13 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

 Section 14. Effectiveness of Written Consent. Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated written consent received in accordance with Section 12,
a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 12. 
 Article III 
 Board of Directors 

Section 1. Power; Number; Term of Office. The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, and subject to the restrictions imposed by law or the Certificate of Incorporation, the Board of Directors may exercise all the powers of the Corporation. 

The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by the Board of
Directors (provided that no decrease in the number of directors which would have the effect of shortening the term of an incumbent director may be made by the Board of Directors). If the Board of Directors makes no such determination, the number of
directors shall be three. Each director shall hold office for the term for which such director is elected, and until such Director’s successor shall have been elected and qualified or until such Director’s earlier death, resignation or
removal. 

  
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 Unless otherwise provided in the Certificate of Incorporation, directors need not be
stockholders nor residents of the state of incorporation of the Corporation. 
 Section 2. Quorum; Voting.
Unless otherwise provided in the Certificate of Incorporation, a majority of the total number of directors, at least half of whom are Independent Directors as defined in Section 12 below, shall constitute a quorum for the transaction of
business of the Board of Directors and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 
 Section 3. Place of Meetings; Order of Business. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by law,
in such place or places, within or without the state of incorporation of the Corporation, as the Board of Directors may from time to time determine. At all meetings of the Board of Directors, business shall be transacted in such order as shall from
time to time be determined by the Chairman of the Board, or in the Chairman of the Board’s absence by the presiding/lead director, or in the presiding/lead director’s absence by the Vice Chairman of the Board (if any), or in the absence of
the Vice Chairman of the Board (if any) by the Chief Executive Officer (should the Chief Executive Officer be a director). 

Section 4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of
organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders. Notice of such meeting shall not be required. At the first meeting of the Board of Directors in
each year at which a quorum shall be present, held next after the annual meeting of stockholders, the Board of Directors shall elect the officers of the Corporation. 
 Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by the Chairman of the Board, or
in the Chairman of the Board’s absence by the presiding/lead director, or in the presiding/lead director’s absence by the Vice Chairman of the Board (if any), or in the absence of the Vice Chairman of the Board (if any) by the Chief
Executive Officer (should the Chief Executive Officer be a director). Notice of such regular meetings shall not be required. 

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer (should the Chief Executive Officer be a director) or the Vice Chairman of the Board (if any) or, on the written request of any two directors, by the Corporate Secretary, in each case on at least twenty-four
(24) hours personal, written, telegraphic, cable or wireless notice to each director. Such notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need not state the purpose or purposes of such meeting, except as may
otherwise be required by law or provided for in the Certificate of Incorporation or these Bylaws. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing.

 Section 7. Removal. Any director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote at an election of directors. 

  
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 Section 8. Vacancies; Increases in the Number of Directors. Unless
otherwise provided in the Certificate of Incorporation, subject to the requirements set forth in Section 12 of this Article III, vacancies existing on the Board of Directors for any reason and newly created directorships resulting from any
increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and any director so chosen shall hold office until the
next annual election and until such Director’s successor shall have been elected and qualified, or until such Director’s earlier death, resignation or removal. 
 Section 9. Compensation. Directors and members of standing committees may receive such compensation as the Board of Directors from time to time shall determine to be appropriate, and
shall be reimbursed for all reasonable expenses incurred in attending and returning from meetings of the Board of Directors. 

Section 10. Action Without a Meeting; Telephone Conference Meeting. Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board of Directors, 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 or by electronic transmission, and the writing or writings or electronic transmission or transmissions (as the case may be) are filed with the minutes of proceedings of the Board of Directors or committee.
Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the state of incorporation of the Corporation. 

Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board
of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such Board of Directors or committee, as the case may be, by means of a conference telephone connection or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 

Section 11. Approval or Ratification of Acts or Contracts by Stockholders. The Board of Directors in its discretion
may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall
be approved or be ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present)
shall be as valid and as binding upon the Corporation and upon all the stockholders as if it has been approved or ratified by every stockholder of the Corporation. 

  
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 Section 12. Independent Directors. 

The Board of Directors has determined that the following requirements in respect of the qualifications of the Corporation’s directors
and the composition of the Board of Directors are desirable for and in the best interests of the Corporation and its stockholders: 
 (a) At least three-fifths of the individuals elected to the Board of Directors at the Corporation’s annual meeting of stockholders shall consist of individuals who, upon election, would be
Independent Directors. 
 (b) In the event one or more directors are elected or appointed other than by action of the
stockholders at an annual meeting of stockholders, at least three-fifths of all directors holding office immediately thereafter shall be Independent Directors. 
 (c) For purposes of this Section 12, the term “Independent Director” shall mean a director who: (i) is not and has not been employed by the Corporation as an executive officer of
the Corporation within the three years immediately prior to his election or appointment to the Board of Directors; (ii) is not the direct or indirect beneficial owner of more than 5% of the outstanding shares of stock of the Corporation
entitled to vote in the election of directors (“Voting Stock”), or an affiliate or representative of, or a party to a contract, arrangement or understanding with, such beneficial owner or an affiliate thereof, excluding any direct or
indirect beneficial owner which has beneficially owned more than 5% of the outstanding Voting Stock continuously during the two years immediately prior to the relevant election or appointment to the Board of Directors; (iii) is not (and is not
affiliated with a corporation or a firm that is) a significant advisor or consultant to the Corporation or any of its subsidiaries; (iv) is not affiliated with a significant customer or supplier of the Corporation or any of its subsidiaries;
(v) does not have a personal services contract with the Corporation or any of its subsidiaries; (vi) is not affiliated with a tax-exempt entity that receives significant contributions from the Corporation or any of its subsidiaries; and
(vii) is not a spouse, parent, sibling or child of any person described by (i) through (vi). 
 (d) The Board of
Directors shall have the exclusive right and power to interpret and apply the provisions of this Section 12, including, without limitation, the adoption of written definitions of terms used in and guidelines for the application of this
Section 12 (any such definitions and guidelines shall be filed with the Corporate Secretary of the Corporation, and such definitions and guidelines as may prevail shall be made available to any stockholder upon written request), and any such
definitions or guidelines and any other interpretation or application of the provisions of this Section 12 made in good faith shall be binding and conclusive upon all holders of equity securities of the Corporation. 

(e) Information regarding a nominee for director provided by a stockholder pursuant to Section 3 of Article II hereof shall
include such information as may be necessary to enable the Board of Directors to make an informed determination as to whether such nominee, if elected, would be an Independent Director as defined in this Section 12. 

  
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 Article IV 
 Committees 
 Section 1. Executive Committee. The
Board of Directors may, 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, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors, including the power to authorize the seal of the Corporation to be
affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution
of the Corporation, amending, altering or repealing these Bylaws or adopting new bylaws for the Corporation or otherwise acting where action by the Board of Directors is specified by the General Corporation Law of the State of Delaware. The
Executive Committee shall also have, and may exercise, all the powers of the Board of Directors, except as aforesaid, whenever a quorum of the Board of Directors shall fail to be present at any meeting of the Board. 

Section 2. Audit Committee. The Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate an Audit Committee consisting of one or more of the directors of the Corporation, one of whom shall be designated chairman of the Audit Committee. The Audit Committee shall have and may exercise such powers and authority as
provided in the resolution creating it and as determined from time to time by the Board of Directors. 
 Section 3.
Other Committees. The Board of Directors may, by resolution passed from time to time by a majority of the whole Board of Directors, designate such other committees as it shall see fit consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of each such committee. Any such committee shall have and may exercise such powers and authority as provided in the resolution creating it and as determined from time to time by the Board of
Directors. 
 Section 4. Procedure; Meetings; Quorum. Any committee designated pursuant to this Article IV
shall keep regular minutes of its actions and proceedings in a book provided for that purpose and report the same to the Board of Directors at its meeting next succeeding such action, shall fix its own rules or procedures, and shall meet at such
times and at such place or places as may be provided by such rules, or by such committee or the Board of Directors. Should a committee fail to fix its own rules, the provisions of these Bylaws, pertaining to the calling of meetings and conduct of
business by the Board of Directors, shall apply as nearly as may be. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, except as provided in Section 5 of this Article IV,
and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. 

  
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 Section 5. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or
members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The
Board of Directors shall have the power at any time to remove any member(s) of a committee and to appoint other directors in lieu of the person(s) so removed and shall also have the power to fill vacancies in a committee. 

Article V 

Officers 

Section 1. Number, Titles and Term of Office. The officers of the Corporation shall consist of such of the following
as the Board of Directors shall from time to time elect or appoint: a Chief Executive Officer, a Chairman of the Board, a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents (any one or more of whom may be
designated as a Senior Executive Vice President, an Executive Vice President or a Senior Vice President), a General Counsel, a Corporate Secretary, a Treasurer and such other officers as the Board of Directors may from time to time elect or appoint
(which may include, but not be limited to, a Vice Chairman of the Board, a Deputy Corporate Secretary, one or more Assistant Secretaries and one or more Assistant Treasurers). Each officer shall hold office until such officer’s successor shall
be duly elected or appointed and qualified, or until such officer’s earlier death, resignation or removal. Any number of offices may be held by the same person. Except for the Chairman of the Board and the Vice Chairman of the Board (if any),
no officer need be a director. 
 Section 2. Powers and Duties of the Chief Executive Officer. Subject to the
control of the Board of Directors, the Chief Executive Officer shall have general executive charge, management, supervision and control of the properties, business and operations of the Corporation and its subsidiaries with all such powers as may be
reasonably incident to such responsibilities; may agree upon, execute and acknowledge all deeds, mortgages, bonds, evidences of indebtedness or other obligations, contracts, agreements and other documents and instruments in the name of the
Corporation; and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. The Chief Executive Officer shall also have such powers and perform such duties as is usual and customary
and incident to the office of chief executive officer of a corporation and as is necessary to, and consistent with, the businesses of the Corporation and its subsidiaries. All other officers of the Corporation shall be subordinate to the Chief
Executive Officer and shall report to him as he may direct. The Chief Executive Officer shall preside at meetings of the stockholders in the absence of, or at the request of, the Chairman of the Board, and (if the Chief Executive Officer is also a
director) at meetings of the directors in the absence of the Chairman of the Board, the presiding/lead director and the Vice Chairman of the Board (if any). 

  
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 Section 3. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

 Section 4. Powers and Duties of the President. If the Board of Directors elects or appoints a President,
and unless the Board of Directors or the Chief Executive Officer otherwise determines, the President shall have the authority to agree upon, execute and acknowledge all deeds, mortgages, bonds, evidences of indebtedness or other obligations,
contracts, agreements and other documents and instruments in the name of the Corporation; shall have direct management responsibility for the general business and affairs of the Corporation and its subsidiaries and over all subordinate officers,
agents and employees of the Corporation; shall have such powers and perform such duties as is usual and customary and incident to the office of president of a corporation; and shall have such other powers and perform such other duties as may be
prescribed from time to time by the Board of Directors or the Chief Executive Officer. 
 Section 5. Powers and
Duties of the Chief Operating Officer. If the Board of Directors elects or appoints a Chief Operating Officer, such officer shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors, the
Chief Executive Officer or the President. Subject to the foregoing, the Chief Operating Officer shall have such powers and perform such duties as is usual and customary and incident to the office of chief operating officer of a corporation and may
agree upon, execute and acknowledge all deeds, mortgages, bonds, evidences of indebtedness or other obligations, contracts, agreements and other documents and instruments in the name of the Corporation. 

Section 6. Powers and Duties of the Chief Financial Officer. The Chief Financial Officer shall have responsibility for
development and administration of the Corporation’s financial plans and financial arrangements, its cash deposits and short-term investments, its accounting policies and its federal and state tax returns. The Chief Financial Officer shall also
be responsible for the Corporation’s internal control procedures and for its relationship with the financial community. The Chief Financial Officer shall have such other powers and perform such other duties as may be prescribed from time to
time by the Board of Directors, the Chief Executive Officer or the President. Subject to the foregoing, the Chief Financial Officer shall also have such powers and perform such duties as is usual and customary and incident to the office of chief
financial officer of a corporation, and may agree upon, execute and acknowledge all deeds, mortgages, bonds, evidences of indebtedness or other obligations, contracts, agreements or other documents and instruments in the name of the Corporation.

 Section 7. Vice Presidents. Each Vice President shall at all times possess power to agree upon, execute
and acknowledge all deeds, mortgages, bonds, evidences of indebtedness or other obligations, contracts, agreements and other documents and instruments in the name of the Corporation, except as may otherwise be limited in writing by the Board of
Directors, the Chief Executive Officer, the President, the Chief Operating Officer or the Chief Financial Officer. Each Vice President shall have such other powers and perform such other duties as is usual and customary and incident to the office of
vice president of a corporation or as may be prescribed 

  
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from time to time to such Vice President by the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer or the Chief Financial Officer. 

Section 8. General Counsel. The General Counsel shall be the principal legal officer of the Corporation and shall act
as chief legal advisor to the Corporation. The General Counsel may have one or more staff attorneys and assistants, and may retain other attorneys to conduct the legal affairs and litigation of the Corporation under the General Counsel’s
supervision. The General Counsel shall have general direction of and supervision over the legal affairs of the Corporation. The General Counsel shall have such other powers and perform such other duties as may be prescribed from time to time by the
Board of Directors, the Chief Executive Officer or the President. 
 Section 9. Corporate Secretary. The
Corporate Secretary shall record and keep the minutes of (and votes at) all meetings of the Board of Directors, committees of the Board of Directors and the stockholders, in books provided for that purpose; shall attend to the giving and serving of
all notices of meetings of the directors or stockholders; may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal of the Corporation thereto; may sign with the
other designated officers all certificates for shares of capital stock of the Corporation; shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of
which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; shall have such other powers and perform such other duties as may be prescribed from time to time by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President; and shall in general have such other powers and perform such other duties as is usual and customary and incident to the office of corporate secretary of
a corporation, subject to the control of the Board of Directors, the Chairman of the Board, the Chief Executive Officer and the President. 
 Section 10. Deputy Corporate Secretary and Assistant Secretaries. The Deputy Corporate Secretary and each Assistant Secretary shall have the powers and perform the duties usual and
customary and incident to such offices of a corporation, together with such other powers and duties as may be prescribed from time to time to the Deputy Corporate Secretary or such Assistant Secretary by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer, the President or the Corporate Secretary. The Deputy Corporate Secretary shall exercise the powers and perform the duties of the Corporate Secretary during that officer’s absence or inability or refusal to
act. 
 Section 11. Treasurer. The Treasurer shall have responsibility for the custody and control of all the
funds and securities of the Corporation, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer. The
Treasurer shall perform all acts usual and customary and incident to the office of treasurer of a corporation, subject to the control of the Board of Directors, the Chief Executive Officer, the President and the Chief Financial Officer; and the
Treasurer shall, if required by the Board of Directors, give such bond for the faithful discharge of the Treasurer’s duties in such form as the Board of Directors may require. 

  
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 Section 12. Assistant Treasurers. If the Board of Directors elects or
appoints one or more Assistant Treasurers, each Assistant Treasurer shall have the powers and perform the duties usual and customary and incident to such office of a corporation, together with such other powers and duties as may be prescribed from
time to time to such Assistant Treasurer by the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. The Assistant Treasurers shall exercise the powers and perform the duties of the Treasurer
during that officer’s absence or inability or refusal to act. 
 Section 13. Controllers. If the Board
of Directors elects or appoints one or more Controllers, each Controller shall have such powers and perform such duties as may be prescribed from time to time to such Controller by the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer or the principal accounting officer of the Corporation. 
 Section 14. Assistant
Controllers. If the Board of Directors elects or appoints one or more Assistant Controllers, each Assistant Controller shall have such powers and perform such duties as may be prescribed from time to time to such Controller by the Board of
Directors, the Chief Executive Officer, the Chief Financial Officer or the principal accounting officer of the Corporation. 

Section 15. Powers and Duties of the Vice Chairman of the Board. If the Board of Directors elects or appoints a Vice
Chairman of the Board, he shall preside at meetings of the stockholders in the absence of the Chairman of the Board and the Chief Executive Officer or at the request of the Chairman of the Board, and at meetings of the directors in the absence of
the Chairman of the Board and the presiding/lead director. The Vice Chairman of the Board shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. 

Section 16. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of
Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer or any Vice President, together with the Corporate Secretary, the Deputy Corporate Secretary, any Assistant Secretary, the Treasurer or
any Assistant Treasurer, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of, any other corporation in which this
Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. 

Section 17. Delegation. For any reason that the Board of Directors may deem sufficient, the Board of Directors may,
except where otherwise provided by statute, delegate the powers or duties of any officer to any other person, and may authorize any officer to delegate (by written authorization, including powers of attorney) specified duties of such officer to any
other person. Any such delegation or authorization by the Board of Directors shall be effected from time to time by resolution of the Board of Directors. 

  
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 Article VI 
 Capital Stock 
 Section 1. Shares of Stock. The shares
of the Corporation’s capital stock may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware; provided, however, that every holder of stock represented by certificates and, upon request, every
holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board, the President, the Vice Chairman of the Board (if any) or a Vice President and by the Corporate
Secretary, the Deputy Corporate Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the Corporation, representing the number of shares (and, if the stock of the Corporation shall be divided into classes or series,
certifying the class and series of such shares) owned by such stockholder which are registered in certified form; provided, however, that any of or all of the signatures on the certificate may be facsimile. The certificates for shares of the capital
stock of the Corporation shall be in such form, not inconsistent with that required by law and the Certificate of Incorporation, as shall be approved by the Board of Directors. The stock record books and the blank stock certificate books shall be
kept by the Corporate Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile
signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be
issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they
are issued and shall exhibit the holder’s name and number of shares. 
 Section 2. Transfer of Shares.
The shares of stock of the Corporation shall be transferable only on the books of the Corporation, (i) in the case of certificated shares of stock, upon receipt of proper transfer instructions from the holder named in the certificate or by such
person’s duly authorized attorney or legal representative lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer, and payment of all necessary transfer taxes or (ii) in the case
of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s duly authorized attorney or legal representative lawfully constituted in writing and upon payment of
all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which
the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled”, with the date of
cancellation, by the Corporate Secretary, Deputy Corporate Secretary or an Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been
entered in the stock records of the Corporation by an entry showing from and to who transferred. 

  
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 Section 3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, 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 it shall have express or other notice thereof, except as otherwise provided by the laws of the state of incorporation of the Corporation. 
 Section 4. Regulations Regarding Shares of Stock. Subject to applicable law and these Bylaws, the Board of Directors shall have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and registration of shares of the capital stock of the Corporation (whether certificated or uncertificated) or, in the case of certificated shares of capital stock of the
Corporation, the replacement of certificates for shares. 
 Section 5. Lost or Destroyed Certificates. The
Board of Directors may determine the conditions upon which the Corporation may issue a new certificate of stock or uncertificated shares in place of a certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed and
may require the owner of such certificate or such owner’s legal representative to give bond, with surety sufficient to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by
reason of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares in the place of the certificate so lost, stolen or destroyed. 

Article VII 

Miscellaneous Provisions 
 Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year. 

Section 2. Corporate Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of
the Corporation and the state of its incorporation, which seal shall be in the charge of the Corporate Secretary and shall be affixed to certificates of stock, debentures, bonds, and other documents, in accordance with the direction of the Board of
Directors or a committee thereof, and as may be required by law; however, the Corporate Secretary may, if the Corporate Secretary deems it expedient, have a facsimile of the corporate seal inscribed on any such certificates of stock, debentures,
bonds, contracts or other documents. Duplicates of the seal may be kept for use by the Deputy Corporate Secretary or any Assistant Secretary. 
 Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given by law, the Certificate of Incorporation or under the provisions of these Bylaws, said notice shall
be deemed to be sufficient if given (i) by telegraphic, cable or wireless transmission (including by telecopy or facsimile transmission) or (ii) by deposit of the same in a post office box or by delivery to an overnight courier service
company in a sealed prepaid wrapper addressed to the person entitled thereto at such person’s post office address, as it appears on the 

  
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records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing or delivery to courier, as the case may be. 

Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person, including without limitation a director, at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws. 
 Section 4. Facsimile Signatures. In addition to the provisions for the use
of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors. 

Section 5. Reliance upon Books, Reports and Records. A member of the Board of Directors, or a member of any committee
designated by the Board of Directors, shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinion, reports or statements presented to the
Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence
and who has been selected with reasonable care by or on behalf of the Corporation. 
 Section 6. Application of
Bylaws. In the event that any provisions of these Bylaws is or may be in conflict with any law of the United States, of the state of incorporation of the Corporation or of any other governmental body or power having jurisdiction over this
Corporation, or over the subject matter to which such provision of these Bylaws applies, or may apply, such provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law, and shall
in all other respects be in full force and effect. 
 Article VIII 

Amendments 
 The Board of Directors shall have the power to adopt, amend and repeal from time to time Bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend
or repeal such Bylaws as adopted or amended by the Board of Directors. 

  
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