EXHIBIT 3.2



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SECOND AMENDED AND RESTATED BYLAWS

OF

PHARMASSET, INC.



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Adopted on April 18, 2007



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Table of Contents



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|ARTICLE I                                                                      |  |     
|OFFICES                                                                        |  |     
|                                                                               | 
|SECTION 1.01. Registered Office                                                |  | 1   
|SECTION 1.02. Other Offices                                                    |  | 1   
|                                                                               | 
|ARTICLE II                                                                     |  |     
|MEETINGS OF STOCKHOLDERS                                                       |  |     
|                                                                               | 
|SECTION 2.01. Annual Meetings                                                  |  | 1   
|SECTION 2.02. Special Meetings                                                 |  | 1   
|SECTION 2.03. Notice of Meetings                                               |  | 1   
|SECTION 2.04. Contents of Notice for Annual Meeting                            |  | 2   
|SECTION 2.05. Determination of Validity of Notice for Annual Meeting           |  | 3   
|SECTION 2.06. Waiver of Notice                                                 |  | 3   
|SECTION 2.07. Adjournments                                                     |  | 3   
|SECTION 2.08. Quorum                                                           |  | 3   
|SECTION 2.09. Voting                                                           |  | 3   
|SECTION 2.10. Proxies                                                          |  | 4   
|SECTION 2.11. No Stockholder Action by Written Consent                         |  | 4   
|SECTION 2.12. Voting List                                                      |  | 4   
|SECTION 2.13. Inspectors of Election                                           |  | 4   
|                                                                               | 
|ARTICLE III                                                                    |  |     
|BOARD                                                                          |  |     
|                                                                               | 
|SECTION 3.01. General Powers                                                   |  | 5   
|SECTION 3.02. Number and Term of Office                                        |  | 5   
|SECTION 3.03. Resignation                                                      |  | 5   
|SECTION 3.04. Removal                                                          |  | 5   
|SECTION 3.05. Election; Vacancies; Classification of Board                     |  | 5   
|SECTION 3.06. Nomination of Directors                                          |  | 6   
|SECTION 3.07. Meetings                                                         |  | 6   
|SECTION 3.08. Committees of the Board                                          |  | 7   
|SECTION 3.09. Directors Consent in Lieu of Meeting                            |  | 8   
|SECTION 3.10. Action by Means of Telephone or Similar Communications Equipment |  | 8   
|SECTION 3.11. Compensation                                                     |  | 8   
|                                                                               | 
|ARTICLE IV                                                                     |  |     
|OFFICERS                                                                       |  |     
|SECTION 4.01. Officers                                                         |  | 8   
|SECTION 4.02. Authority and Duties                                             |  | 8   
|SECTION 4.03. Term of Office, Resignation and Removal                          |  | 8   
|SECTION 4.04. Vacancies                                                        |  | 9   



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|SECTION 4.05. The Chairman                                            |  | 9 
|SECTION 4.06. The President                                           |  | 9 
|SECTION 4.07. Vice Presidents                                         |  | 9 
|SECTION 4.08. The Secretary                                           |  | 9 
|SECTION 4.09. Assistant Secretaries                                   |  | 10
|SECTION 4.10. The Treasurer                                           |  | 10
|SECTION 4.11. Assistant Treasurers                                    |  | 10
|SECTION 4.12. Salaries                                                |  | 10
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|ARTICLE V                                                             |  |   
|CHECKS, DRAFTS, NOTES, AND PROXIES                                    |  |   
|                                                                      | 
|SECTION 5.01. Checks, Drafts and Notes                                |  | 10
|SECTION 5.02. Execution of Proxies                                    |  | 10
|SECTION 5.03. Facsimile Signatures                                    |  | 10
|                                                                      | 
|ARTICLE VI                                                            |  |   
|SHARES AND TRANSFERS OF SHARES                                        |  |   
|                                                                      | 
|SECTION 6.01. Shares                                                  |  | 11
|SECTION 6.02. Stock Ledger                                            |  | 11
|SECTION 6.03. Transfers of Shares                                     |  | 11
|SECTION 6.04. Addresses of Stockholders                               |  | 12
|SECTION 6.05. Lost, Destroyed and Mutilated Certificates              |  | 12
|SECTION 6.06. Regulations                                             |  | 12
|SECTION 6.07. Fixing Date for Determination of Stockholders of Record |  | 12
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|ARTICLE VII                                                           |  |   
|SEAL                                                                  |  |   
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|SECTION 7.01. Seal                                                    |  | 12
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|ARTICLE VIII                                                          |  |   
|FISCAL YEAR                                                           |  |   
|                                                                      | 
|SECTION 8.01. Fiscal Year                                             |  | 13
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|ARTICLE IX                                                            |  |   
|INDEMNIFICATION AND INSURANCE                                         |  |   
|                                                                      | 
|SECTION 9.01. Indemnification                                         |  | 13
|SECTION 9.02. Insurance for Indemnification.                          |  | 15
|                                                                      | 
|ARTICLE X                                                             |  |   
|AMENDMENTS                                                            |  |   
|                                                                      | 
|SECTION 10.01. Amendments                                             |  | 15



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SECOND AMENDED AND RESTATED BYLAWS

OF

PHARMASSET, INC.

ARTICLE I

OFFICES

SECTION 1.01. Registered Office. The registered office of Pharmasset, Inc. (the
Corporation) in the State of Delaware shall be One Rodney Square, 10thFloor, Tenth and King Streets, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is RL&F Service Corp.

SECTION 1.02. Other
Offices. The Corporation may also have an office or offices at any other place or places within or without the State of Delaware as the Board of Directors of the Corporation (the Board) may from time to time determine or the
business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors of the Corporation, and for the transaction of such other business as may properly come before such meeting, shall be held at such place, date and time as shall be fixed by the Board and
designated in the notice or waiver of notice of such annual meeting.

SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board, the Chairman of the Board of the Corporation (the Chairman) or the President of the Corporation (the President), but such special meetings may
not be called by any other person or persons. Business transacted at any special meetings shall be limited to the purposes stated in the notice of such special meeting. Any special meetings are to be held at such place, date and time as shall be
designated in the notice or waiver of notice thereof, in accordance with Section 2.03(b).

SECTION 2.03. Notice of Meetings.
(a) Except as otherwise provided by law, written notice of each annual meeting of stockholders stating the place, date and time of such meeting shall be given personally or by first-class mail (air-mail in the case of international
communications) to each recordholder of shares entitled to vote thereat, not less than ten (10) nor



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more than sixty (60) days before the date of such meeting. If mailed, such notice shall be deemed to be 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. If, prior to the time of mailing, the Secretary of the Corporation (the Secretary) shall have
received from any stockholder a written request that notices intended for such stockholder are to be mailed to some address other than the address that appears on the records of the Corporation, notices intended for such stockholder shall be mailed
to the address designated in such request. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholders notice
must be delivered to or mailed and received at the principal executive offices of the Corporation, in accordance with Rule 14a-8(e)(2) under the Securities Exchange Act of 1934, as amended (the Exchange Act), not less than one
hundred and twenty (120) calendar days prior to the date of the Corporations proxy statement released to stockholders in connection with the previous years annual meeting of stockholders, except that, if no annual meeting of
stockholders was held in the previous year, or if the date of the annual meeting of stockholders has been changed by more than thirty (30) calendar days from the date contemplated at the time of the previous years proxy statement, the
notice shall be received at the principal executive offices of the Corporation not less than the later of (i) one hundred and fifty (150) calendar days prior to the date of the contemplated annual meeting or (ii) the date that is ten
(10) calendar days after the date of the first public announcement or other notification to the stockholders of the date of the contemplated annual meeting.

(b) Except as otherwise provided by law, written notice of each special meeting of stockholders stating the place, date and time of such meeting and the purpose or purposes for which such special meeting is to be
held, shall be given personally or by first class mail (airmail in the case of international communications) to each recordholder of shares entitled to vote thereat, not less than 10 nor more than 60 days before the date of such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States mail, postage prepaid or directed to the stockholder at such stockholders address as it appears on the records of the Corporation. If, prior to the time of mailing,
the Secretary shall have received from any stockholder a written request that notices intended for such stockholder are to be mailed to some address other than the address that appears on the records of the Corporation, notices intended for such
stockholder shall be mailed to the address designated in such request. Notice of a special meeting of stockholders may be given by the person or persons calling the meeting, or, upon the written request of such person or persons, such notice shall
be given by the Secretary on behalf of such person or persons. If the person or persons calling a special meeting of stockholders give notice thereof, such person or persons shall deliver a copy of such notice to the Secretary. Each request to the
Secretary for the giving of notice of a special meeting of stockholders shall state the purpose or purposes of such meeting.

SECTION 2.04.
Contents of Notice for Annual Meeting. A stockholders notice to the Secretary shall set forth, as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the Corporations books, of the stockholder proposing such business; (iii) the class
and number of shares of the Corporation which are beneficially owned by such stockholder; (iv) the dates upon which the stockholder acquired such shares; (v) documentary



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support for any claim of beneficial ownership, (vi) any material interest of such stockholder in such business; (vii) a statement in support of the
matter and any other information required by Rule 14a-8 under the Exchange Act; and (viii) as to each person whom the stockholder proposes to nominate for election or reelection as director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and Rule 14a-1 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).

SECTION 2.05.
Determination of Validity of Notice for Annual Meeting. The chairman of an annual meeting may, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the
provisions of Sections 2.03(a) and 2.04 of this Article, and, if he or she should so determine, he or she shall so declare to the meeting that any such business so determined to be not properly brought before the meeting shall not be transacted, or
in the case of persons so nominated, not be eligible for election.

SECTION 2.06. Waiver of Notice. Notice of any annual or special
meeting of stockholders need not be given to any stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of stockholders need be specified in any written waiver of notice thereof. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such stockholder
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given.

SECTION 2.07. Adjournments. Whenever a meeting of stockholders, annual or special, is adjourned to another date, time or place, notice need not be
given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 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 entitled to vote thereat. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

SECTION 2.08. Quorum. Except as otherwise provided by law or the certificate of incorporation of the Corporation, as amended and restated (the
Certificate of Incorporation), the recordholders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders,
whether annual or special. If, however, such quorum shall not be present in person or by proxy at any meeting of stockholders, the stockholders entitled to vote thereat may adjourn the meeting from time to time in accordance with Section 2.07
hereof until a quorum shall be present in person or by proxy.

SECTION 2.09. Voting. Each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power on the matter in question. Except as otherwise required by law or by the



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Certificate of Incorporation or by these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the shares
present in person or represented by proxy at the meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders. Directors shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of directors.

SECTION 2.10. Proxies. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders, at such time as the Board may require. No
proxy shall be voted or acted upon more than three years from its date, unless the proxy provides for a longer period.

SECTION 2.11. No
Stockholder Action by Written Consent. No action required to be taken or that may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without a meeting.

SECTION 2.12. Voting List. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to
gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as and if
required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.12 or to vote in person or by
proxy at any meeting of stockholders.

SECTION 2.13. Inspectors of Election. The Corporation may, and shall if required by statute,
regulation, rule or standard of conduct of any applicable governmental agency, exchange or trading system, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated
is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the
Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots,
(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of



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capital stock of the Corporation represented at the meeting and such inspectors count of all votes and ballots. Such certification and report shall
specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

ARTICLE III

BOARD

SECTION 3.01.
General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.

SECTION 3.02. Number and Term of Office. The authorized number of directors of the Corporation shall be fixed in accordance with
the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. Directors shall be elected at the annual meeting of stockholders. Each director shall hold office until his or her successor
is elected and qualified, or until his or her earlier death or resignation or removal in the manner hereinafter provided.

SECTION 3.03.
Resignation. Any director may resign at any time by delivering his or her written resignation to the Board, the Chairman or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not
specified, upon receipt thereof by the Board, the Chairman or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.04. Removal. Any director may be removed at any time by vote of the recordholders of a majority of the shares then entitled to vote at
an election of directors only for cause.

SECTION 3.05. Election; Vacancies; Classification of Board. At each annual meeting of
stockholders the stockholders shall elect directors, each of whom shall hold office until his or her successor is duly elected and qualified, subject to such directors earlier death, resignation, disqualification or removal. Subject to the
rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes designated as Class I, Class II and Class III, respectively, with the term
of office of one class expiring each year. Each class shall be as nearly equal in number as the then total number of directors constituting the entire Board of Directors permits. At each annual meeting of stockholders, the directors of one class
shall be elected to hold office for a term expiring at the third annual meeting following the election and until a successor shall have been duly elected and qualified; at the next succeeding annual meeting, the directors of the second class shall
be elected to serve for such a term; and at the third succeeding annual meeting, the directors of the third class shall be elected to serve for such a term. During the intervals between annual meetings of stockholders, any vacancy occurring in the
Board caused by resignation, removal, death or other incapacity, and any newly created directorships resulting from an increase in the



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number of directors, shall be filled by a majority vote of the directors then in office, whether or not a quorum. In order to ensure that the three classes
of directors provided for in the Certificate of Incorporation and these Bylaws remain as nearly equal in number as possible, the Board shall increase the number of directors in one or more classes as may be appropriate whenever the number of
directors increases due to newly created directorships or otherwise. Each director chosen to fill a vacancy shall hold office for the unexpired term in respect of which such vacancy occurred. Each director chosen to fill a newly created directorship
shall hold office until the next election of the class for which such director shall have been chosen. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

SECTION 3.06. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election
as directors. Nominations of persons for election to the Board may be made at a meeting of stockholders (i) by the Board or at the direction of the Board by any nominating committee or person appointed by the Board or (ii) by any
stockholder entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Section 2.03 and 2.04 of these Bylaws. Such nominations, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Secretary. Such notice to the Secretary shall set forth the information required in Section 2.04 of these Bylaws. The Corporation may require any proposed nominee to furnish such other
information as reasonably may be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The chairman of the meeting may, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedures, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

SECTION 3.07. Meetings.

(a)
Annual Meetings.As soon as practicable after each annual election of directors by the stockholders, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business
by written consent pursuant to Section 3.09 hereof.

(b) Other Meetings. Other meetings of the Board shall be held at such
times as the Chairman, the President, the Secretary or a majority of the Board shall from time to time determine.

(c) Notice of
Meetings. The Secretary shall give written notice to each director of each meeting of the Board, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each director, if by mail,
addressed to him or her at his or her residence or usual place of business, at least three days before the day on which such meeting is to be held, or shall be sent to him or her at such place by telecopier, telephone or other means of electronic
transmission not later than the day before the day on which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall



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be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of any meeting of the Board need be specified in any written waiver
of notice thereof. Attendance of a director at a meeting of the Board shall constitute a waiver of notice of such meeting, except as provided by law.

(d) Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Delaware as the Board or the Chairman may from time to time determine, or as shall be designated in
the respective notices or waivers of notice of such meetings.

(e) Quorum and Manner of Acting. A majority of the total number of
directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws. In the absence of a quorum for any such meeting, a majority
of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(f) Organization. At
each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

1) the Chairman;

2) the President;

3) any director chosen by a majority of the directors present.

The Secretary or, in the case of his or her absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such
meeting and keep the minutes thereof.

SECTION 3.08. Committees of the Board. The Board may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to consist of one or more directors. 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 such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Board, to the extent permitted by law and to the extent provided in the resolution of the Board designating such committee,
shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Unless the Board
otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business
pursuant to this Article III. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.



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SECTION 3.09. Directors Consent in Lieu of Meeting. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all
the members of the Board or such committee and such consent or electronic transmission is filed with the minutes of the proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.10. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

SECTION 3.11. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board may determine the compensation of directors. In addition, as determined by the Board, directors may be
reimbursed by the Corporation for their expenses, if any, in the performance of their duties as directors. No such compensation or reimbursement shall preclude any director from serving the Corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

OFFICERS

SECTION 4.01. Officers. The officers of the Corporation shall be the Chairman, the
President, the Secretary, a Treasurer and may include one or more Vice Presidents (some of whom may be designated as Executive Vice Presidents or Senior Vice Presidents), one or more Assistant Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers. Any two or more offices may be held by the same person.

SECTION 4.02. Authority and Duties. All
officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, by resolution of the Board.

SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer shall be appointed by the Board and shall hold office for such term
as may be determined by the Board. Each officer shall hold office until his or her successor has been appointed and qualified or his or her earlier death or resignation or removal in the manner hereinafter provided.

(b) Any officer may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take
effect at the time



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specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman, the President or the Secretary, as the case may
be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

(c) All officers and
agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board.

SECTION 4.04.
Vacancies. Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by the Board to fill any such
vacancy shall serve only until such time as the unexpired term of his or her predecessor expires unless reappointed by the Board.

SECTION
4.05. The Chairman. The Chairman shall have the power to call special meetings of stockholders, to call special meetings of the Board and, if present, to preside at all meetings of stockholders and all meetings of the Board. The Chairman
shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him or her by the Board or these Bylaws.

SECTION 4.06. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management of
the business and affairs of the Corporation, unless the Board provides otherwise in a specific instance or generally, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident
to the office of President and all such other duties as may from time to time be assigned to him or her by the Board or these Bylaws.

SECTION 4.07. Vice Presidents. Vice Presidents (some of whom may be designated as Executive Vice Presidents or Senior Vice Presidents) and Assistant Vice Presidents, if any, in order of their seniority or in any other order
determined by the Board, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or disability of the President, shall perform the duties and exercise the powers of the
President.

SECTION 4.08. The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all
meetings of stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. He or she shall give
or cause to be given notice of all meetings of stockholders and of the Board, shall perform such other duties as may be prescribed by the Board, the Chairman or the President and shall act under the supervision of the Chairman. He or she shall keep
in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall
be attested by his or her signature or by the signature of an Assistant Secretary. He or she shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman or
the President may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chairman or the President.



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SECTION 4.09. Assistant Secretaries. Assistant Secretaries of the Corporation (Assistant
Secretaries), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 4.10. The Treasurer. The
Treasurer shall have the care and custody of all monies and securities of the Corporation. The Treasurer shall sign or countersign such instruments as require his or her signature, and shall perform all duties incident to his or her office, or that
are properly required of the Treasurer by the Board. The Treasurer shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his or her accounts whenever the Board, the
Chairman or the President shall so request.

SECTION 4.11. Assistant Treasurers. Assistant Treasurers of the Corporation
(Assistant Treasurers), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in
the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

SECTION 4.12.
Salaries. The Board shall have the power to fix the compensation of all officers and employees of the Corporation, and may delegate such authority to a committee or to one or more officers of the Corporation.

ARTICLE V

CHECKS, DRAFTS, NOTES, AND
PROXIES

SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the payment of money, notes and other
evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board.

SECTION 5.02. Execution of Proxies. The Chairman, the President or any Vice President may authorize, from time to time, the execution and issuance
of proxies to vote shares of stock or other securities of other corporations held of record by the Corporation and the execution of consents to action taken or to be taken by any such corporation. All such proxies and consents, unless otherwise
authorized by the Board, shall be signed in the name of the Corporation by the Chairman, the President or any Vice President.

SECTION
5.03. Facsimile Signatures. In addition to the provisions for 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 or a committee thereof.



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ARTICLE VI

SHARES AND TRANSFERS OF SHARES

SECTION 6.01. Shares. Shares of the Corporations stock may be
certificated or uncertificated, as provided under Delaware law. All certificates of stock of the Company shall be numbered in the order in which they are issued, and shall be entered in the books of the Company as they are issued. Each certificate
shall exhibit the holders name and the number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. Any or all of the signatures on a stock certificate may be facsimiles. In the
event any such officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such certificate is issued, such certificate may be issued by the
Corporation with the same effect as if such officer had held such office on the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the
limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time
after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise
required by law or with respect to this section a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 6.02.
Stock Ledger. A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the shares evidenced by each certificate evidencing shares
issued by the Corporation, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name
shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes.

SECTION 6.03.
Transfers of Shares. Registration of transfers of shares shall be made only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his or her attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as
the Corporation may reasonably require. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of
the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Delaware General Corporate Law.



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SECTION 6.04. Addresses of Stockholders. Each stockholder shall designate to the Secretary an
address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder, and, if any stockholder shall fail to so designate such an address, corporate notices may be served upon such stockholder by mail
directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such stockholder.

SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing
any share or shares of which he or she is the recordholder. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or
destroyed, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder
of the shares evidenced by the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

SECTION 6.06. Regulations. The Board may make such
other rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates evidencing shares.

SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the 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 may fix, in advance, a record date, which shall not be more than 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other such action. A determination of the stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

ARTICLE VII

SEAL

SECTION 7.01. Seal. The Board may approve and adopt a corporate seal, which shall be in the form of a circle and
shall bear the full name of the Corporation, the year of its incorporation and the words Corporate Seal Delaware.



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ARTICLE VIII

FISCAL YEAR

SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on the
thirtieth day of September of each year, unless changed by resolution of the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

SECTION 9.01.
Indemnification. (a) The Corporation shall indemnify, to the fullest extent not prohibited by the Delaware General Corporation Law, any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person 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 the persons conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person 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 reasonable cause to believe that the persons conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.



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(c) To the extent that a present or former director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.01(a) and (b) of these Bylaws, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under
Section 9.01(a) and (b) of these Bylaws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 9.01(a) and (b) of these Bylaws. Such determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Corporation.

(e) Expenses (including attorneys fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys fees) incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office.

(g) For purposes of this Article IX, references to the Corporation shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or
agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

(h) For purposes of this Article IX, references to other
enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on a



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person with respect to any employee benefit plan; and references to serving at the request of the Corporation shall include any service as
a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the
Corporation as referred to in this Article IX.

(i) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 9.02. Insurance for Indemnification. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of Section 145 of the Delaware General Corporation Law.

ARTICLE X

AMENDMENTS

SECTION
10.01. Amendments. Any bylaw (including these Bylaws) may be altered, amended or repealed, and new bylaws made (i) by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board at which a
quorum is present or by a written consent of directors pursuant to Section 3.09 hereto, or (ii) by the affirmative vote of the recordholders of a majority of the shares then entitled to vote at an election of directors (except that
Sections 2.02, 2.03, 2.04, 2.05, 2.11, 3.04, 3.05 and 3.11 and this Article X may only be amended by the affirmative vote of the holders of not less than sixty percent (60%) of the shares of the Corporation outstanding and entitled to vote at
an election of directors) at any regular meeting of the stockholders or at any special meeting of the stockholders, provided notice of such alteration, amendment, repeal or adoption of new bylaws shall have been stated in the notice of such special
meeting.



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