Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

BEA SYSTEMS, INC.

A Delaware corporation

dated November 7, 2007



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TABLE OF CONTENTS



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                     |  | Page
|Section 1.     Offices                                                                               |  | 1   
|                                                                                                     | 
|Section 1.1.     Registered Office                                                                   |  | 1   
|Section 1.2.     Other Offices                                                                       |  | 1   
|                                                                                                     | 
|Section 2.     Stockholders Meetings                                                                |  | 1   
|                                                                                                     | 
|Section 2.1.     Place of Meetings                                                                   |  | 1   
|Section 2.2.     Annual Meetings                                                                     |  | 2   
|Section 2.3.     Special Meetings                                                                    |  | 2   
|Section 2.4.     Notice of Meetings                                                                  |  | 2   
|Section 2.5.     Quorum                                                                              |  | 3   
|Section 2.6.     Voting Rights                                                                       |  | 4   
|Section 2.7.     Inspectors of Elections; Opening and Closing the Polls                              |  | 5   
|Section 2.8.     List of Stockholders                                                                |  | 5   
|Section 2.9.     Action Without Meeting                                                              |  | 5   
|Section 2.10.   Notice of Stockholder Business and Nomination                                        |  | 7   
|                                                                                                     | 
|Section 3.     Directors                                                                             |  | 9   
|                                                                                                     | 
|Section 3.1.     Number and Term of Office                                                           |  | 9   
|Section 3.2.     Powers                                                                              |  | 9   
|Section 3.3.     Vacancies                                                                           |  | 9   
|Section 3.4.     Resignations and Removals                                                           |  | 9   
|Section 3.5.     Meetings                                                                            |  | 10  
|Section 3.6.     Quorum and Voting                                                                   |  | 11  
|Section 3.7.     Action Without Meeting                                                              |  | 11  
|Section 3.8.     Fees and Compensation                                                               |  | 11  
|Section 3.9.     Committees                                                                          |  | 11  
|                                                                                                     | 
|Section 4.     Officers                                                                              |  | 13  
|                                                                                                     | 
|Section 4.1.     Officers Designated                                                                 |  | 13  
|Section 4.2.     Tenure and Duties of Officers                                                       |  | 13  
|                                                                                                     | 
|Section 5.     Execution of Corporate Instruments, and Voting of Securities Owned by the Corporation |  | 14  
|                                                                                                     | 
|Section 5.1.     Execution of Corporate Instruments                                                  |  | 14  
|Section 5.2.     Voting of Securities Owned by Corporation                                           |  | 15  



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TABLE OF CONTENTS

(continued)



|                                                                            |  |     
|--------------------------------------------------------------------------- |  | ----
|                                                                            |  | Page
|Section 6.     Shares of Stock                                              |  | 15  
|                                                                            | 
|Section 6.1.     Form and Execution of Certificates                         |  | 15  
|Section 6.2.     Lost Certificates                                          |  | 15  
|Section 6.3.     Transfers                                                  |  | 16  
|Section 6.4.     Fixing Record Dates                                        |  | 16  
|Section 6.5.     Registered Stockholders                                    |  | 17  
|                                                                            | 
|Section 7.     Other Securities of the Corporation                          |  | 17  
|                                                                            | 
|Section 8.     Corporate Seal                                               |  | 18  
|                                                                            | 
|Section 9.     Indemnification of Officers, Directors, Employees and Agents |  | 18  
|                                                                            | 
|Section 9.1.     Right to Indemnification                                   |  | 18  
|Section 9.2.     Authority to Advance Expenses                              |  | 20  
|Section 9.3.     Right of Claimant to Bring Suit                            |  | 21  
|Section 9.4.     Provisions Nonexclusive                                    |  | 21  
|Section 9.5.     Authority to Insure                                        |  | 21  
|Section 9.6.     Survival of Rights                                         |  | 21  
|Section 9.7.     Settlement of Claims                                       |  | 21  
|Section 9.8.     Effect of Amendment                                        |  | 22  
|Section 9.9.     Subrogation                                                |  | 22  
|Section 9.10.   No Duplication of Payments                                  |  | 22  
|                                                                            | 
|Section 10.     Notices                                                     |  | 22  
|                                                                            | 
|Section 11.     Amendments                                                  |  | 23  



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AMENDED AND RESTATED BYLAWS

OF

BEA SYSTEMS, INC.

SECTION 1

Offices

Section 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, County of Kent.

Section 1.2. Other Offices. The corporation shall also have and maintain an
office or principal place of business at 2315 North First Street, San Jose, CA 95131, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the
business of the corporation may require.

SECTION 2

Stockholders Meetings

Section 2.1. Place of Meetings.

Section 2.1.1. Meetings of stockholders may be held at such place, either within or without this State, as may be
designated by or in the manner provided in these Bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead
be held solely by means of remote communication as authorized by Section 2.1.2.

Section 2.1.2. If authorized by
the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote
communication:

(1) Participate in a meeting of stockholders; and

(2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (A) the corporation shall implement reasonable measures including those described below in Section 2.7 (Inspectors of Elections; Opening and Closing the Polls) to verify that each person
deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or
proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.



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Section 2.1.3. For purposes of this Section 2, remote
communication shall mean electronic mail or other forms of written or visual electronic communication satisfying the requirements of Section 2.9.2.

Section 2.2. Annual Meetings. The annual meetings of the stockholders of the corporation, commencing with the year 1995, for the purpose of election of directors and for such other business as may lawfully come
before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

Section 2.3.
Special Meetings. Special Meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or by the Board of Directors pursuant to a resolution adopted by a majority of
the whole Board, at any time.

Section 2.4. Notice of Meetings.

Section 2.4.1. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders,
specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given
not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger
or consolidation of the corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than twenty nor more than sixty days prior to such meeting. 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. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Section 2.4.2. If at any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling the requirements of
Section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that
statutory section.

Section 2.4.3. When a meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at
which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.



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Section 2.4.4. Notice of the time, place and purpose of any meeting of stockholders may
be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 2.4.5. Without
limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the Certificate of Incorporation, or these Bylaws shall be effective if
given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if
(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the
corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to
this Section 2.4.5. shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the
giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that
the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these Bylaws, electronic transmission means any form of communication,
not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2.5. Quorum.

Section 2.5.1. At all meetings of stockholders, except where otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting,
shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting. In addition, the Chairman of the meeting or a majority of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. At such adjourned meeting at which a quorum is
present or represented any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.



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Section 2.5.2. With the exception of the first Board of Directors, which shall be elected
by the incorporators, and except as provided in Section 3.3, a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting shall elect directors. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, including with respect to the election of directors, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the
corporation.

Section 2.6. Voting Rights.

Section 2.6.1. Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the
corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such person is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of
determining a quorum.

Section 2.6.2. Every person entitled to vote or to execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said
proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who
executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

Section 2.6.3. Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to Section 2.6.2., the following shall constitute a valid means by
which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons
to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including,
but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for him as
proxy by transmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone transmission, telegram, cablegram or other means of electronic transmission must



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either set forth or be submitted with information from which it can be determined that the telephone transmission, telegram, cablegram or other electronic
transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the
identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization. If it is determined that such telephone transmissions, telegrams,
cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

Section 2.6.4. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to
Section 2.6.3. may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.7. Inspectors of
Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.

Section 2.8. List of Stockholders. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares
registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place
of meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.9. Action Without
Meeting

Section 2.9.1. Unless otherwise provided in the Certificate of Incorporation, any action required by statute to
be taken at any annual or special meeting of stockholders of the



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corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be entitled and necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporations registered office shall be by hand or by certified or registered mail, return receipt
requested. 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 days of the earliest dated
consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders entitled to take action are delivered to the corporation in accordance with this Section. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.9.2. A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section, provided that any such telegram, cablegram or other electronic transmission
sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act
for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced
in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a corporations registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery,
consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors.

Section 2.9.3. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 2.9.4
Inspectors of Written Consent. In the event of the delivery, in the manner provided by this Section 2.9, to the corporation of the requisite written consent or



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consents to take corporate action and/or any related revocation or revocations, the corporation shall engage nationally recognized 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 this Section 2.9 represent at least the minimum number of votes that would be necessary to take
the corporate action. Nothing contained in this paragraph 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 2.10. Notice of Stockholder Business and Nomination.

(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors and the proposal of 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 was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Bylaw.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation 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 Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th 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 or no annual meeting was held during the preceding year,
notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or
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 the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a
stockholders notice as described above. Such stockholders notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a 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 Securities Exchange Act of 1934, as amended (the Exchange
Act) and Rule 14a-11 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); (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for



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conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) 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, and of such beneficial owner and (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(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 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) 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 Chairman of the
meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the 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 the Dow Jones News Service, Associated Press or comparable 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.

(3) 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. 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 (ii) of the
holders of any series of Preferred Stock to elect directors under specified circumstances.



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SECTION 3

Directors

Section 3.1. Number and Term of Office. The number of directors which shall
constitute the whole of the Board of Directors shall be not less than four (4) nor more than ten (10), with the exact number to be fixed exclusively by resolution adopted by a majority of the whole Board of Directors from time to time. Except
as otherwise provided in the Certificate of Incorporation, for so long as the Board of Directors consists of at least seven directors, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall
consist as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. At each annual meeting of stockholders (i) directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and
(ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

Section 3.2. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the
direction of the Board of Directors.

Section 3.3. Vacancies. Subject to applicable law and unless the Board of Directors otherwise
determines, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director,
and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant, and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed
to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in
Section 3.4 below) to elect the number of directors then constituting the whole Board.

Section 3.4. Resignations and
Removals.

Section 3.4.1. Any director may resign at any time by delivering his written resignation to the Secretary,
such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of
Directors. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly
elected and qualified.

Section 3.4.2. Unless otherwise restricted by statute, by the Certificate of Incorporation or by
these Bylaws, at a special meeting of stockholders called for the purpose in



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the manner herein above provided, the Board of Directors, or any individual director, may be removed from office, but only for cause, and a new director or
directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors, voting as a single class, may be appointed.

Section 3.5. Meetings.

Section 3.5.1. The annual meeting of the Board of Directors shall be held immediately after the annual stockholders meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No
notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

Section 3.5.2. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 1.2. Regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolutions of the Board of Directors
or the written consent of all directors.

Section 3.5.3. Special meetings of the Board of Directors may be held at any time
and place within or without the State of Delaware whenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by a majority of the directors then in office.

Section 3.5.4. Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered
personally to each director or sent by facsimile at least 12 hours before the start of the meeting, or sent by telegram, overnight courier service at least 24 hours before the start of the meeting, or sent by first class mail at least 120 hours
before the start of the meeting. Without limiting the manner by which notice otherwise may be given effectively to directors, any notice to directors given by the corporation pursuant to this Section 3.5.4 shall be effective if given by a form
of electronic transmission consented to by the director to whom the notice is given. Any such consent shall be revocable by the director by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is
unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or other person
responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 3.5.4. shall be deemed given:
(1) if by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; and (2) if by any other form of electronic transmission, except as otherwise specified in this
Section 3.5.4, when directed to the director. An affidavit of the secretary or an assistant secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.



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Section 3.6. Quorum and Voting.

Section 3.6.1. A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in
accordance with Section 3.1 of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for
the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Section
3.6.2. At each meeting of the Board at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these
Bylaws.

Section 3.6.3. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by
means of conference telephone or similar communication 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 3.6.4. The transactions of any meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of
notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.7. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing, and such writing or writings
are filed with the minutes of proceedings of the Board or committee.

Section 3.8. Fees and Compensation. Directors and members of
committees shall not receive any salary, fees or other compensation for their services as directors.

Section 3.9. Committees.

Section 3.9.1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole
Board, appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the
Board in the management of the business and affairs of the corporation, including, without limitation, the power and authority to declare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority
to amend the Certificate of Incorporation, to adopt an agreement or merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporations property and assets, to recommend to the
stockholders of the corporation a dissolution of the corporation or a revocation of a dissolution, or to amend these Bylaws.



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Section 3.9.2. Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the
resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

Section 3.9.3. Term. The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board
of Directors which shall have appointed such committee. The Board, subject to the provisions of Sections 3.9.1. or 3.9.2., may at any time increase or decrease the number of members of a committee or terminate the existence of a committee;
provided, that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee
member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. 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 the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.9.4. Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any
other committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee,
no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2; or at any place which
has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee
may be waived in writing at any time after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the
act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.



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SECTION 4

Officers

Section 4.1. Officers Designated. The officers of the corporation shall be a
Chairman of the Board of Directors, President, one or more Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more Vice-Presidents, a Chief Financial Officer, and a Secretary. The Board of Directors or the Chairman of the Board or
the President may also appoint one or more assistant secretaries, assistant treasurers and such other officers and agents with such powers and duties as it or he shall deem necessary. The Board of Directors may assign such additional titles to one
or more of the officers as they shall deem appropriate. Any one person may bold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the
corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 4.2. Tenure and Duties of Officers.

Section 4.2.1. General. All officers shall hold office at the pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.

Section 4.2.2. Duties of the Chairman of the Board of Directors. The Chairman of the Board of Directors shall be the chief
executive officer of the corporation and, when present, shall preside at all meetings of the shareholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.

Section 4.2.3. Duties of the President. The President shall be the
chief executive officer of the corporation in the absence of the Chairman of the Board and shall preside at all meetings of the shareholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been
appointed and is present. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

Section 4.2.4. Duties of Executive Vice-Presidents. Executive Vice-Presidents, together with the President, are the senior officers
of the corporation. Executive Vice-Presidents, in the order of their seniority, may perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Executive Vice-Presidents
shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 4.2.5. Duties of Senior Vice-Presidents. Senior vice-presidents shall perform such duties and have such powers as the Board of Directors or the President shall designate from time to time.



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Section 4.2.6. Duties of Vice-Presidents. Vice-Presidents shall perform such
duties and have such powers as the Board of Directors or the President shall designate from time to time.

Section 4.2.7.
Duties of the Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation
in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial
Officer shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties of the Chief Financial Officer in the
absence or disability of the Chief Financial Officer, and each Assistant Treasurer shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 4.2.8. Duties of the Secretary. The Secretary shall attend all meetings of the shareholders and of the Board of Directors
and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the shareholders, and of all meetings of the
Board of Directors and any Committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to
assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from
time to time.

SECTION 5

Execution of Corporate Instruments, and Voting

of Securities Owned by the Corporation

Section 5.1. Execution of Corporate Instruments.

Section 5.1.1. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to
sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.

Section 5.1.2. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of
indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.



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All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.

Section 5.1.3. All checks and drafts drawn on banks or other
depositaries on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Section 5.2. Voting of Securities Owned by Corporation. All stock and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman
of the Board (if there be such an officer appointed), or by the President, or by any Vice-President.

SECTION 6

Shares of Stock

Section
6.1. Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the
corporations stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock in the corporation represented by
certificates shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or Assistant
Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the



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corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost
or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.3. Transfers. Transfers of record
of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of
shares, properly endorsed.

Section 6.4. Fixing Record Dates.

Section 6.4.1. 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, 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 record date shall
not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record
entitled 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 6.4.2. 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 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 Secretary,
request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been
fixed by the Board of Directors within 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 the Delaware General Corporation 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
Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporations registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of



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Directors and prior action by the Board of Directors is required by 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 day on which the Board of Directors adopts the resolution taking such prior action.

Section 6.4.3. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the 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, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

Section 6.5. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and 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 Delaware.

SECTION 7

Other Securities of the Corporation

All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if
there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of
a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the
corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.



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SECTION 8

Corporate Seal

The corporate seal shall consist of a die bearing the name of the corporation
and the state and date of its incorporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 9

Indemnification of Officers, Directors, Employees and Agents

Section 9.1. Right to Indemnification.

Section 9.1.1. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or
otherwise), in any threatened pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a Proceeding), by reason of the fact that he, or a person of whom he is the
legal representative, 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 or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as
a director, officer, employee, or agent (hereafter an Agent), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter
be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto)
against all expenses, liability, and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any
federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Section 9) reasonably incurred or suffered by such person in connection with investigating, defending, being a
witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter Expenses); provided, however, that except as to actions to enforce indemnification rights
pursuant to Section 9.3, the corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Section 9 shall be a contract right.

Section 9.1.2.
Indemnification Procedure. To obtain indemnification under this Bylaw, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant
and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the preceding sentence, a determination, if required by applicable
law, with respect to the claimants entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent



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Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors do direct, by the stockholders of
the corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have
occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a Change of Control as defined below, in which case the Independent Counsel shall be selected by the
claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

Section 9.1.3. Definition of Change of Control. For the purpose of this Bylaw, a Change in Control
shall mean:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
or the Securities Exchange Act of 1934, as amended (the Exchange Act)), (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
(a) the then outstanding shares of common stock of the corporation (the Outstanding Corporation Common Stock) or (b) the combined voting power of the then outstanding voting securities of the corporation entitled to vote
generally in the election of directors (the Outstanding Corporation Voting Securities); provided, however, that for purposes of this part (1), the following acquisitions shall not constitute a Change of Control:
(a) any acquisition directly from the corporation or any acquisition from other stockholders where (i) such acquisition was approved in advance by the Board of Directors and (ii) such acquisition would not constitute a change of
control under part (3) of this definition, (b) any acquisition by the corporation, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the corporation or any corporation controlled by the
corporation or (d) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of part (3) of this definition; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the Incumbent Board) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or



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(3) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the corporation (a Business Combination), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result of such transaction owns the corporation or all or substantially all of the corporations assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (b) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit plan (or related trust) or the corporation of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (c) at least a majority of the members of the Board of Directors resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the stockholders of
a complete liquidation or dissolution of the corporation.

Section 9.1.4. Other Definitions.

(1) Disinterested Director means a director of the corporation who is not and was not a party to the matter in respect
of which indemnification is sought by the claimant.

(2) Independent Counsel means a law firm, a member
of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in
representing either the corporation or the claimant in an action to determine the claimants rights under these Bylaws.

Section 9.2.
Authority to Advance Expenses. Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided,
however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section 9 or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their
capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be
unsecured and no interest shall be charged thereon.



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Section 9.3. Right of Claimant to Bring Suit. If a claim under Section 9.1 or 9.2 is not paid
in full by the corporation within 45 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or
in part, the claimant shall be entitled to be paid also the expense (including attorneys fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in
defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation
Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant has not met the applicable standard of conduct.

Section 9.4. Provisions Nonexclusive. The rights
conferred on any person by this Section shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors
is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

Section 9.5. Authority to Insure. The
corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this
Section 9.

Section 9.6. Survival of Rights. The rights provided by this Section shall continue as to a person who has ceased
to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 9.7. Settlement of
Claims. The corporation shall not be liable to indemnify any Agent under this Section 9, (a) for any amounts paid in settlement of any action or claim effected without the corporations written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.



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Section 9.8. Effect of Amendment. Any amendment, repeal, or modification of this Section 9
shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section
9.9. Subrogation. In the event of payment under this Section 9, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 9.10. No Duplication of Payments. The corporation shall not be liable under this Section 9 to make any payment in connection with any
claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

SECTION 10

Notices

Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same
shall be given either (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent, or
(2) by a means of electronic transmission that satisfies the requirements of Section 2.4.5. of these Bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be
given by the method hereinabove stated, or by telegram or other means of electronic transmission, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of facsimile telecommunication)
facsimile telephone number as such director shall have filed in writing with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be
known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.1 of Section 1 hereof. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its
transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the
time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by telegram or
other means of electronic transmission shall be deemed to have been given as at the sending time recorded by the telegraph company or other electronic transmission equipment operator transmitting the same. It shall not be necessary that the same
method of giving be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. The period or
limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice
sent him in the manner above provided, shall not be affected or extended in any manner by the failure of



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such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the
Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required
to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty
to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same
force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

SECTION 11

Amendments

These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in the manner authorized by Section 2.8.,
or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or
adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the
affirmative vote of a majority of the whole number of directors, subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications,
classifications, or term of office of directors.



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