Exhibit 3.3

BY-LAWS

OF

SECURE COMPUTING CORPORATION

A DELAWARE CORPORATION

[As Adopted September 30, 1995]

TABLE OF CONTENTS



|     |  |                    |  |                                                         |  |   
|---- |  | ------------------ |  | ------------------------------------------------------- |  | --
|I.   |  | OFFICES            |  | 1                                                      
|     |  | Section 1.01.      |  | Registered Office                                       |  | 1 
|     |  | Section 1.02.      |  | Other Offices                                           |  | 1 
|     |  |                   
|II.  |  | STOCKHOLDERS       |  | 1                                                      
|     |  | Section 2.01.      |  | Place of Meetings                                       |  | 1 
|     |  | Section 2.02.      |  | Annual Meetings                                         |  | 1 
|     |  | Section 2.03.      |  | Special Meetings                                        |  | 2 
|     |  | Section 2.04.      |  | Notice of Meetings                                      |  | 3 
|     |  | Section 2.05.      |  | Waiver of Notice                                        |  | 3 
|     |  | Section 2.06.      |  | Quorum                                                  |  | 3 
|     |  | Section 2.07.      |  | Adjourned Meetings                                      |  | 3 
|     |  | Section 2.08.      |  | Voting                                                  |  | 4 
|     |  | Section 2.09.      |  | Proxies                                                 |  | 5 
|     |  | Section 2.10.      |  | Fixing Date for Determination of Stockholders of Record |  | 5 
|     |  | Section 2.11.      |  | Stockholder List                                        |  | 6 
|     |  | Section 2.12.      |  | Voting Procedures and Inspectors of Elections           |  | 7 
|     |  |                   
|III. |  | BOARD OF DIRECTORS |  | 8                                                      
|     |  | Section 3.01.      |  | General Powers; Organization                            |  | 8 
|     |  | Section 3.02.      |  | Number, Qualification and Term of Office                |  | 8 
|     |  | Section 3.03.      |  | Resignation and Removal; Vacancies                      |  | 9 
|     |  | Section 3.04.      |  | Regular Meetings                                        |  | 9 
|     |  | Section 3.05.      |  | Special Meetings                                        |  | 9 
|     |  | Section 3.06.      |  | Notice of Special Meetings                              |  | 9 
|     |  | Section 3.07.      |  | Waiver of Notice                                        |  | 9 
|     |  | Section 3.08.      |  | Quorum                                                  |  | 10
|     |  | Section 3.09.      |  | Committees of Directors                                 |  | 10
|     |  | Section 3.10.      |  | Conference Communications                               |  | 11
|     |  | Section 3.11.      |  | Action by Written Consent of Directors                  |  | 11
|     |  | Section 3.12.      |  | Compensation                                            |  | 11
|     |  | Section 3.13.      |  | Nomination Procedures                                   |  | 11
|     |  |                   
|IV.  |  | OFFICERS           |  | 13                                                     
|     |  | Section 4.01.      |  | Number                                                  |  | 13



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|     |  |                 |  |                                                                            |  |   
|---- |  | --------------- |  | -------------------------------------------------------------------------- |  | --
|     |  | Section 4.02.   |  | Election, Term of Office and Qualifications                                |  | 13
|     |  | Section 4.03.   |  | Compensation                                                               |  | 13
|     |  | Section 4.04.   |  | Resignation and Removal; Vacancies                                         |  | 13
|     |  | Section 4.05.   |  | Chief Executive Officer                                                    |  | 14
|     |  | Section 4.06.   |  | Chairman of the Board                                                      |  | 14
|     |  | Section 4.07.   |  | President                                                                  |  | 14
|     |  | Section 4.08.   |  | Vice Presidents                                                            |  | 14
|     |  | Section 4.09.   |  | Secretary                                                                  |  | 14
|     |  | Section 4.10.   |  | Treasurer                                                                  |  | 15
|     |  | Section 4.11.   |  | Authority and Other Duties                                                 |  | 15
|     |  |                
|V.   |  | INDEMNIFICATION |  | 15                                                                        
|     |  | Section 5.01.   |  | Indemnification                                                            |  | 15
|     |  | Section 5.02.   |  | Insurance                                                                  |  | 17
|     |  | Section 5.03.   |  | Good Faith Defined, Etc                                                    |  | 18
|     |  | Section 5.04.   |  | Expenses Payable in Advance                                                |  | 18
|     |  | Section 5.05.   |  | Right to Indemnification Upon Application; Procedure Upon Application; Etc |  | 19
|     |  | Section 5.06.   |  | Additional Circumstances in Which Persons Not Entitled to Indemnification  |  | 20
|     |  | Section 5.07.   |  | Non-Exclusivity and Survival of Indemnification                            |  | 20
|     |  | Section 5.08.   |  | Successors; Meaning of Corporation                                       |  | 21
|     |  | Section 5.09.   |  | Severability                                                               |  | 21
|     |  |                
|VI.  |  | STOCK           |  | 22                                                                        
|     |  | Section 6.01.   |  | Certificates for Stock                                                     |  | 22
|     |  | Section 6.02.   |  | Issuance of Stock                                                          |  | 22
|     |  | Section 6.03.   |  | Partly Paid Stock                                                          |  | 23
|     |  | Section 6.04.   |  | Registered Stockholders                                                    |  | 23
|     |  | Section 6.05.   |  | Transfer of Stock                                                          |  | 23
|     |  | Section 6.06.   |  | Lost, Stolen or Destroyed Certificates                                     |  | 24
|     |  | Section 6.07.   |  | Facsimile Signatures                                                       |  | 24
|     |  |                
|VII. |  | MISCELLANEOUS   |  | 24                                                                        
|     |  | Section 7.01.   |  | Dividends                                                                  |  | 24
|     |  | Section 7.02.   |  | Interested Directors and Officers                                          |  | 25
|     |  | Section 7.03.   |  | Voting Securities Held by the Corporation                                  |  | 26
|     |  | Section 7.04.   |  | Execution of Instruments                                                   |  | 26
|     |  | Section 7.05.   |  | Advances                                                                   |  | 26
|     |  | Section 7.06.   |  | Fiscal Year                                                                |  | 27
|     |  | Section 7.07.   |  | Corporate Seal                                                             |  | 27
|     |  | Section 7.08.   |  | Form of Records                                                            |  | 27
|     |  | Section 7.09.   |  | Power to Amend                                                             |  | 27



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BY-LAWS OF

SECURE COMPUTING CORPORATION

A DELAWARE CORPORATION

[As adopted September 30, 1995]

I. OFFICES

Section 1.01. Registered Office. The Corporation shall maintain a registered office and registered agent
within the State of Delaware at such place within such State as may be designated from time to time by the Board of Directors of the Corporation.

Section 1.02. Other Offices. The Corporation 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 as the business of the
Corporation may require.

II. STOCKHOLDERS

Section 2.01. Place of Meetings. Meetings of stockholders may be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors or the chief
executive officer of the Corporation.

Section 2.02. Annual Meetings. An annual meeting of stockholders shall be held in each
calendar year for the election of directors on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting, provided that such business is properly
brought before the meeting. To be properly brought before the meeting, business must be (a) specified in the notice of meeting (or a supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c) properly brought before the meeting by a stockholder. For business to be properly brought before the annual meeting by a stockholder, written notice of such business
must be delivered to, or mailed to and



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received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than sixty (60) days prior to the date
fixed for the annual meeting; provided, however, that in the event that less than seventy (70) days prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder shall be timely if received
by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which notice of the date of the meeting was mailed or on which such public disclosure was made, whichever is earlier. In no
event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholders notice as described above. A stockholders notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) 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, (b) the name and address,
as they appear on the Corporations books, of the stockholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder and such beneficial owner, if any, and (d) any material interest of the stockholder or such beneficial owner in such business. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section. The chief executive officer or other person presiding at the annual meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

Section 2.03. Special Meetings. Except as otherwise specifically provided by the
Certificate of Incorporation, a special meeting of stockholders, for any purpose or purposes, may be called only by the chief executive officer and shall be called by such officer upon the written request of a majority of the Board of Directors or,
if not prohibited by Section 3.09(c) of these By-Laws, by a committee of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. If the chief executive officer fails to cause such meeting to be called
within thirty (30) days after receipt of



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such request and held within ninety (90) days after receipt of such request, the directors making the request may call the meeting by giving notice as
provided in these By-Laws at the expense of the Corporation. Business transacted at any special meeting shall be limited to the purposes stated in the notice of the meeting.

Section 2.04. Notice of Meetings. A written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less then ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder of record of the Corporation entitled to vote at such meeting.
Such notice shall be personally delivered or mailed and, if mailed, shall be deemed to be given when deposited in the mail, postage prepaid, addressed to the stockholders mailing address shown upon the records of the Corporation. The Secretary
or any Assistant Secretary of the Corporation shall execute an affidavit that notice has been given to each stockholder in accordance with this Section and with applicable law.

Section 2.05. Waiver of Notice. Notice of any annual or special meeting may be waived either before, at or after such meeting in a writing
signed by the person or persons entitled to the notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transacting of any business because the meeting is not lawfully called or convened.

Section 2.06. Quorum. At
each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-Laws, the holders of a majority of the outstanding capital stock entitled to vote at the meeting, present in person or represented
by proxy, shall constitute a quorum. If a quorum is once present at the meeting, the stockholders may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.07. Adjourned Meetings. The stockholders present at any meeting may, by majority vote, adjourn the meeting from time to time to a
later day or hour or to another place. The stockholders entitled to vote at any meeting at which a quorum is not present in person or represented by proxy may so



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adjourn the meeting until a quorum shall be present or represented. If any adjournment is for more than thirty (30) days, or if after adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Otherwise, notice of any adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. At an adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally
convened.

Section 2.08. Voting.

(a) Except as otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall have one vote for each share of stock having voting power upon the matter in
question which is held by such stockholder and registered in the stockholders name on the books of the Corporation as of the applicable record date. Shares of its own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing
shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

(b) All elections of directors shall be conducted by written ballot, unless the Certificate of Incorporation provides otherwise. The vote upon any other question before a meeting need not be by written ballot, and need not be conducted by
inspectors, unless otherwise determined by the Board of Directors or the officer presiding at the meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect such directors. All
other elections and questions at a meeting shall be decided by a majority vote of the number of shares entitled to vote represented at the meeting at the time of the vote except where otherwise required by the laws of Delaware, the Certificate of
Incorporation or these By-Laws.



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Section 2.09. Proxies.

(a) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy by an instrument
executed in writing, provided that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing with the Secretary of the Corporation an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. A duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

(b) A stockholder may sign or
authorize the written authorization by telegram, cablegram or other means of electronic transmission setting forth or submitted with information sufficient to determine that the stockholder authorized such transmission. If it is determined that such
telegrams, cable grams 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. Any copy, facsimile,
telecommunication or other reproduction of the original of either the writing or transmission may be used in lieu of the original, provided that it is a complete reproduction of the entire original.

(c) If any written authorization designates two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.

Section 2.10. Fixing Date for Determination of Stockholders of Record.

(a) For the purpose of determining 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 not more than sixty (60) nor less than ten (10) days before the date of any such meeting. If no record date is fixed, the record date for such purpose shall be at the close of



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business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

(b) For the purpose of determining the stockholders entitled to receive any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action not specified elsewhere in this Section 2.10, the Board of Directors may fix a record
date not more than sixty (60) days prior to any such action. If no record date is so fixed, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) In no event shall any record date fixed by the Board of Directors pursuant to this Section 2.10 precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors.

Section 2.11. Stockholder 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, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting
for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the



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list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.12. Voting Procedures and Inspectors of Elections.

(a) The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the 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 duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b) The inspectors shall:

(1) ascertain the
number of shares outstanding and the voting power of each;

(2) determine the shares represented at a meeting and the validity of proxies
and ballots;

(3) count all votes and ballots;

(4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(5) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) 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 shall be announced
at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.



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(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to
an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with an appointment of proxy by electronic transmission and the regular books and records of the Corporation, except that the
inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b) (5) of this Section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information
was obtained and the basis for the inspectors belief that such information is accurate and reliable.

III. BOARD OF DIRECTORS

Section 3.01. General Powers; Organization. The business of the Corporation shall be managed by or under the direction of its
Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the Delaware General Corporation Law or by the Certificate of Incorporation or these By-Laws directed or required to be
exercised or done by the stockholders. The Board of Directors may annually elect a Chairman of the Board from among its members who shall preside at its meetings, or in his or her absence the President shall so preside, or in his or her absence a
chairman chosen at the meeting shall so preside. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Any meeting of the Board of
Directors may be held within or without the State of Delaware.

Section 3.02. Number, Qualification and Term of Office. The
number of directors constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors. Except as otherwise provided in the Certificate of Incorporation and except as provided in Section



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3.03 of these By-Laws, the directors shall be elected at the annual meeting of the stockholders and each director elected shall hold office until his or her
successor is elected and qualified. Directors need not be stockholders.

Section 3.03. Resignation and Removal; Vacancies.

(a) Any director may resign at any time upon giving written notice to the Corporation. As provided in the Certificate of Incorporation, a
director may be removed only for cause.

(b) Vacancies (whether existing or to take effect at a future date), and newly created
directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, in their sole discretion and whether or not constituting less than a quorum, and the directors so chosen
shall hold office for the remainder of the unexpired term and until the successors of such class have been duly elected and qualified.

Section 3.04. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as may be designated from time to time by the Board of Directors.

Section 3.05. Special Meetings. Special meetings of the Board of Directors may be called from time to time by the Chairman, if any, or the
President, and, upon request by any two directors, shall be called by the Chairman or the President.

Section 3.06. Notice of
Special Meetings. Notice of each special meeting of the Board of Directors stating the place, date and hour of the meeting shall be given to each director by mail not less than forty-eight (48) hours, or personally or by telephone,
telegram, telex or cable not less than twenty-four (24) hours, before the date and hour of the meeting.

Section 3.07. Waiver
of Notice. Notice of any meeting of the Board of Directors may be waived either before, at or after such meeting in a writing signed by each director or directors to whom the notice was not duly given. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to



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the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08. Quorum. Unless otherwise specifically provided by the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.09. Committees of Directors.

(a) The Board of Directors may, by resolution adopted by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and
to have such name as may be determined by the Board of Directors. 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. In
the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or disqualified member.

(b) Subject to Section 2.03,
subsection (c) of this Section 3.09 and to the Delaware General Corporation Law, any committee may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent provided in the
resolution designating the committee, and may authorize the corporate seal, if any, to be affixed to all papers that may require it.

(c) A
committee shall not have the power or authority to amend the Certificate of Incorporation of the Corporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors, fix the designations and



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any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), to adopt an agreement of 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 a dissolution of the Corporation or a revocation of a dissolution, or to amend the By-Laws of the Corporation; and, unless the resolution establishing the committee or the Certificate of Incorporation expressly so provides, no
such committee shall have the power or authority to call a special meeting of the stockholders, to declare a dividend or to authorize the issuance of stock.

(d) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Unless the Board of Directors otherwise provides, each committee 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 of Directors conducts it business pursuant to these By-Laws.

Section 3.10. Conference Communications. Directors may participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by means of a conference telephone conversation or other comparable method of communication by which all persons participating in the meeting can hear and communicate to each other. For the purpose of establishing a quorum and
taking any action at the meeting, such directors participating pursuant to this Section 3.10 shall be deemed present in person at the meeting.

Section 3.11. Action by Written Consent of Directors. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all directors or committee
members consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 3.12. Compensation. The Board of Directors shall have the authority to fix the compensation of directors.



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Section 3.13. Nomination Procedures. No person (other than a person nominated by or at the
direction of the Board of Directors) shall be eligible for election as a director at any annual or special meeting unless timely notice is given in writing of such nomination by a stockholder of record to the Secretary of the Corporation. To be
timely, a stockholders notice must be delivered to, or mailed to and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than sixty (60) days prior to the date fixed for the
meeting; provided, however, that in the event that less than seventy (70) days prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder shall be timely if received not later than the
close of business on the tenth (10th) day following the day on which notice of the date of the meeting is mailed or on which such public disclosure was made, whichever is earlier. In no event shall public disclosure of an adjournment of an
annual meeting commence a new time period of the giving of a stockholders notice as described above. A stockholders notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election
or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (including without limitation such persons written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the
stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address, as they appear on the Corporations records, of the stockholder and the name and address of such beneficial
owner, if any, and (ii) the class and number of shares of the Corporation which are beneficially owned by the stockholder or beneficial owner. At the request of the Board of Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholders notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in



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accordance with the procedures set forth in this Section. The chief executive officer or other person presiding at the annual meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section, and if he or she should so determine, he or she shall so declare to the meeting and any such defective nomination shall
be disregarded.

IV. OFFICERS

Section 4.01. Number. The Board of Directors shall elect a President, a Secretary and a Treasurer, and it may, if it so determines, elect a Chairman of the Board from among its members. The Board of Directors may also choose one
or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or any other officers or agents as the Board of Directors may designate. Any person may hold two or more offices.

Section 4.02. Election, Term of Office and Qualifications. The Board of Directors shall elect the officers of the Corporation, who shall hold
their offices for such terms and shall exercise such powers and perform such duties not inconsistent with these By-Laws as shall be determined from time to time by the Board of Directors. All officers of the Corporation shall hold their offices
until their respective successors are elected and qualified, or until their respective offices are eliminated by vote of the Board of Directors, or until their earlier resignation, retirement or removal. Officers may be, but need not be, directors.

Section 4.03. Compensation. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of
Directors or by the chief executive officer if authorized by the Board of Directors.

Section 4.04. Resignation and Removal;
Vacancies.

(a) Any officer may resign at any time upon written notice to the Corporation. Any officer may be removed from office, with
or without cause, by a vote of the Board of Directors. Any such resignation or removal, however, shall be without prejudice to any contract rights and obligations between the Corporation and such officer.



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(b) Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4.05. Chief Executive Officer. The Board of Directors shall designate the Chairman or the President as the chief
executive officer of the Corporation. If there be no Chairman, the President shall be the chief executive officer. The chief executive officer shall have the general powers and duties of management and supervision usually vested in and imposed upon
the chief executive officer of a corporation. The chief executive officer shall preside at all meetings of the stockholders.

Section 4.06. Chairman of the Board. The Chairman, if one is elected, shall preside at all meetings of the Board of Directors. During the absence or disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

Section 4.07. President. The President, subject to the control of the Board of
Directors and the Chairman (if the Chairman is the chief executive officer of the Corporation), shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried
into effect. During the absence or disability of the Chairman or if there be no Chairman, the President shall preside at all meetings of the Board of Directors.

Section 4.08. Vice Presidents. During the absence or disability of the Chairman and the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the
order designated by the Board of Directors or, in the absence of any designation, in the order they were first elected as Vice Presidents) shall perform the duties and have the authority of the President.

Section 4.09. Secretary. The Secretary (or in the absence of the Secretary, any Assistant Secretary or other person appointed by the Chairman
to serve as Acting Secretary) shall keep the minutes of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Secretary shall maintain the stock ledger and prepare the stockholder list
as required by these By-Laws. The Secretary shall duly give notice of all meetings of the



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stockholders, special meetings of the Board of Directors and meetings of its committees, if any.

Section 4.10. Treasurer. The Treasurer shall keep accurate accounts of all moneys of the Corporation received or disbursed. He or she shall
deposit all moneys, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as a majority of the whole Board of Directors shall from time to time designate. The Treasurer shall have power to endorse for
deposit all notes, checks and drafts received by the Corporation. He or she shall disburse the funds of the Corporation as ordered by the Board of Directors, making proper vouchers therefor. The Treasurer shall render to the Board of Directors or
the chief executive officer of the Corporation, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 4.11. Authority and Other Duties. All officers of the Corporation shall be subject to the supervision and direction of the Board of
Directors and, in addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such other duties in the management of the business of the Corporation as may be designated from
time to time by the Board of Directors. Unless expressly prohibited by a resolution adopted by the Board of Directors, an officer elected or appointed by the Board may, without the approval of the Board, delegate some or all of the duties and powers
of his or her office to other persons.

V. INDEMNIFICATION

Section 5.01. Indemnification. The Corporation shall indemnify directors and officers and former directors and officers for such expenses and liabilities, in such manner, under such circumstances, and to
such extent, as required or permitted by subsections (a) through (e) of Section 145 of the Delaware General Corporation Law, as amended from time to time. The Corporation shall indemnify its other employees, trustees and other agents
as required under subsections (a) through (e) of Section 145 of the Delaware General Corporation Law for such expenses and liabilities, in such manner, under such circumstances, and to such extent as required therein or in these
By-Laws, and may indemnify such persons as permitted under such



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subsections of the Delaware General Corporation Law as the Board of Directors of this Corporation may determine in its sole discretion. The determination of
whether any such person is eligible for indemnification under this Section 5.01 shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders; provided, however, that if a Change in Control (as hereinafter defined) has occurred and the person
seeking indemnification so requests, a determination of whether such person is eligible for indemnification under this Section 5.01 (and under Sections 5.04 and 5.05) shall be made in a written opinion rendered by independent legal counsel
chosen by the person seeking indemnification and not reasonably objected to by the Board of Directors and such determination shall be binding on the Corporation. The fees and expenses of such independent counsel shall be paid by the Corporation. For
such purpose, (X) independent legal counsel shall mean legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or has performed services for the Corporation or the person
seeking indemnification within the previous three years; and (Y) a Change in Control shall be deemed to have occurred if:

(i) a majority of the directors of the Corporation shall be persons other than persons (A) who were directors of the Corporation at September 30, 1995, (B) for whose election proxies shall have been
solicited by the Board of Directors or (C) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by newly-created directorships or the death or resignation (but not removal) of
a director;

(ii) thirty percent (30%) or more of the outstanding shares of voting stock of the Corporation is acquired
or beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor rule thereto) by any person (other than the Corporation, a subsidiary of the Corporation, any person who beneficially owned
thirty percent (30%) or more of the outstanding shares of voting stock of the Corporation on September 30, 1995, or the person seeking indemnification) or group of



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persons, not including the person seeking indemnification, acting in concert;

(iii) the stockholders of the Corporation approve a definitive agreement or plan to (A) merge or consolidate the Corporation with or
into another corporation (other than (1) a merger or consolidation with a subsidiary of the Corporation or (2) a merger in which the Corporation is the surviving corporation and no outstanding voting stock of the Corporation (other than
fractional shares) held by stockholders immediately prior to the merger is converted into cash, securities, or other property), (B) exchange, pursuant to a statutory exchange of shares of voting stock of the Corporation held by stockholders of
the Corporation immediately prior to the exchange, shares of one or more classes or series of voting stock of the Corporation for shares of another corporation, (C) sell or otherwise dispose of all or substantially all of the assets of the
Corporation (in one transaction or a series of transactions) or (D) liquidate or dissolve the Corporation, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or of any corporation (or other
entity) acquiring all or substantially all of the assets of the Corporation (in the case of a merger, consolidation or disposition of assets) or the Corporation (in the case of a statutory share exchange) is, immediately following the merger,
consolidation, statutory share exchange or disposition of assets, beneficially owned by the person seeking indemnification or a group of persons, including the person seeking indemnification, acting in concert; or

(iv) the Corporation enters into an agreement in principle or a definitive agreement relating to an event described in clause (i) ,
(ii) or (iii) above which ultimately results in an event described therein, or a tender or exchange offer or proxy contest is commenced which ultimately results in an event described therein.

Section 5.02. Insurance. 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



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was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not the
Corporation would otherwise have the power or the obligation to indemnify the person against such liability or expense. The Company shall not be obligated under these By-Laws to make any payment in connection with any claim made against any person
if and to the extent that such person has actually received payment therefor under any insurance policy or policies.

Section 5.03.
Good Faith Defined, Etc. For purposes of any determination of whether a person is entitled to indemnification, such person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if such person relied on the records or books of account of the Corporation or
other enterprise, or on information supplied to him or her by the officers of the Corporation or other enterprise, or on information or records given or reports made to the Corporation or other enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Corporation or other enterprise. The term other enterprise as used in this Section 5.03 shall mean any enterprise other than the Corporation,
including any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as to which such person is or was serving at the request of the Corporation as a director, officer, employee or
trustee. The provisions of this Section 5.03 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 145 of the
Delaware General Corporation Law, as amended from time to time.

Section 5.04. Expenses Payable in Advance. Expenses (including
attorneys fees and expenses) incurred by a director, officer or former director or officer in defending, investigating, preparing to defend, or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or



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claim against him or her, whether civil or criminal, shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or
claim upon receipt by the Corporation of a request therefor and an undertaking by or on behalf of the director, officer or former director or officer to repay such amounts if it shall be determined in accordance with Section 5.01 that he or she
is not entitled to be indemnified by the Corporation; provided, however that if he or she seeks to enforce his or her rights in a court of competent jurisdiction pursuant to Section 5.05(b), said undertaking to repay shall not be applicable or
enforceable unless and until there is a final court determination, as to which all rights of appeal have been exhausted or have expired, that he or she is not entitled to indemnification.

Section 5.05. Right to Indemnification Upon Application; Procedure Upon Application; Etc. Except as otherwise required under the Delaware
General Corporation Law:

(a) Any indemnification under these By-Laws shall be made as soon as reasonably practicable after receipt by the
Corporation of the written request of the director, officer or former director or officer.

(b) Any right to indemnification or expense
advances under these By-Laws shall be enforceable by the director, officer, employee or trustee or former director, officer, employee or trustee in the Delaware Court of Chancery, or any other court of competent jurisdiction. Following a Change in
Control (as defined in Section 5.01), the burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the absence of any prior determination that indemnification is proper in the circumstances, nor a prior
determination that indemnification is not proper in the circumstances, shall be a defense to the action or create a presumption that the director, officer, employee or trustee or former director, officer, employee or trustee has not met the
applicable standard of conduct. The expenses (including attorneys fees and expenses) incurred by the director, officer, employee or trustee or former director, officer, employee or trustee in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action (or in any action or claim brought by him or her to recover under any insurance policy or policies referred to in Section 5.02) shall also be indemnified by the Corporation.



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(c) If any person is entitled under any provision of these By-Laws to indemnification by the Corporation
for some or a portion of expenses, judgments, fines, penalties or amounts paid in settlement incurred by him or her, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion of such
expenses, judgments, fines, penalties and amounts to which he or she is entitled.

Section 5.06. Additional Circumstances in Which
Persons Not Entitled to Indemnification. Notwithstanding any other provision of these By-Laws, no person shall be entitled to indemnification or expense advances under these By-Laws with respect to any action, suit, proceeding or claim brought
or made by him or her against the Corporation, other than an action, suit, proceeding or claim seeking, or defending such persons right to, indemnification and/or expense advances pursuant to these By-Laws or otherwise.

Section 5.07. Non-Exclusivity and Survival of Indemnification. The provisions of these By-Laws shall not be deemed exclusive of any other
rights to which the person seeking indemnification or expense advances may be entitled under any agreement, contract, or vote of stockholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The provisions of these By-Laws shall not be deemed to preclude the indemnification of any person whom the
Corporation has the power to indemnify under the provisions of the Delaware General Corporation Law or otherwise. The provisions of these By-Laws shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent and
shall inure to the benefit of the heirs, executors and administrators of such person. All rights to indemnification and advancement of expenses under these By-Laws shall be deemed to be provided by a contract between the Corporation and the
director, officer, employee, trustee or agent who serves in such capacity at any time while these By-Laws are in effect. Any repeal or modification of the indemnification provisions of these By-Laws shall not affect any rights or obligations then
existing.



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Section 5.08. Successors; Meaning of Corporation.

(a) The indemnification provisions of these By-Laws shall be binding upon and enforceable against any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Corporation.

(b) For purposes of these By-Laws,
but subject to the provisions of any agreement relating to any merger or consolidation of the kind referred to in clause (i) below or of any agreement relating to the acquisition of any corporation of the kind referred to in clause
(ii) below, references to the Corporation shall include (i) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger with the Corporation which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, employees and 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, trustee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of these By-Laws with respect to the Corporation as he or she would have with respect to such constituent corporation if its separate existence had continued; and (ii) any corporation of which at least a majority
of the voting power (as represented by its outstanding stock having voting power generally in the election of directors) is owned directly or indirectly by the Corporation.

Section 5.09. Severability. The indemnification provisions of these By-Laws shall be severable in the event that any provision hereof
(including any provision within a single section, subsection, clause, paragraph or sentence) is held invalid, void or otherwise unenforceable on any ground by any court of competent jurisdiction. In the event of any such holding, the remaining
indemnification provisions of these By-Laws shall continue in effect and be enforceable to the fullest extent permitted by law.



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VI. STOCK

Section 6.01. Certificates for Stock.

(a) The shares of stock of the Corporation shall be
either certificated or uncertificated.

(b) Every holder of duly issued certificated shares of stock in the Corporation shall be entitled
to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares owned by him or her. The certificates for such shares shall be numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of the Corporation, if any, shall be affixed thereto.

(c) A certificate representing shares of stock issued by the Corporation shall, if the Corporation is authorized to issue shares of more
than one class or series, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class or series of stock and the qualifications, limitations or restrictions of such preferences and/or rights of each class or series authorized to be issued, so far as they have
been determined, and the authority of the Board of Directors to determine the powers, designations, preferences, rights, etc., of subsequent classes or series.

(d) A resolution approved by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors may provide that some or all shares of any or all classes and series of the
stock of the Corporation will be uncertificated. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.

Section 6.02. Issuance of Stock. The Board of Directors is authorized to cause to be issued stock of the Corporation up to the full amount
authorized by the Certificate of Incorporation in such amounts and for such consideration as may be determined by the Board of Directors. No shares shall be



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allotted except in consideration of cash, labor, personal property, or real property, or leases thereof, or of an amount transferred from surplus to stated
capital upon a stock dividend. At the time of such allotment of stock, the Board of Directors shall state its determination of the fair value to the Corporation in monetary terms of any consideration other than cash for which shares are allotted.
The amount of consideration to be received in cash or otherwise shall not be less than the par value of the shares so allotted. Stock so issued shall be fully paid and nonassessable. Treasury shares may be disposed of by the Corporation for such
consideration as may be fixed by the Board of Directors, or by the stockholders if the Certificate of Incorporation so provides.

Section 6.03. Partly Paid Stock. The Corporation may issue the whole or any part of its stock as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each
certificate issued to represent any such partly paid stock, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. The Board of Directors may, from time to time, demand payment in respect of each share
of stock not fully paid, of such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid
to the Corporation at such times and by such installments as the directors shall direct.

Section 6.04. Registered
Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

Section 6.05. Transfer of Stock. Transfers of stock on the books of the
Corporation may be authorized only by the stockholder named in the certificate, the stockholders legal representative or the stockholders duly authorized attorney-in-fact and upon surrender of the certificate or the certificates for such
stock. Upon surrender to the Corporation



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or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority
to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. No new certificate or certificates shall be issued in exchange for
any existing certificate until such certificate shall have been so cancelled, except in cases provided for in Section 6.06.

Section 6.06. Lost, Stolen or Destroyed Certificates. Any stockholder claiming a certificate for stock to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the Corporation may require and shall,
if the Corporation so requires, give the Corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Corporation, to indemnify the Corporation against any claims which may be made against it on account of
the alleged loss, theft or destruction of the certificate or issuance of such new certificate. A new certificate may then be issued in the same tenor and for the same number of shares as the one claimed to have been lost, stolen or destroyed.

Section 6.07. Facsimile Signatures. Whenever any certificate is countersigned by a transfer agent or by a registrar other than
the Corporation or one of its employees, then the signatures of the officers or agents of the Corporation may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it nevertheless may be issued by the Corporation as though the person who signed such certificate or whose facsimile signature or signatures
had been placed thereon were such officer, transfer agent or registrar at the date of issue.

VII. MISCELLANEOUS

Section 7.01. Dividends.

(a)
The Board of Directors may declare at any regular or special meeting dividends from the Corporations surplus, or if there be none, out of its net profits for the current fiscal year and/or the preceding fiscal year, in such amounts as in its



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opinion the condition of the affairs of the Corporation shall render it advisable, unless otherwise restricted by law. Dividends may be paid in cash, in
property or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of
the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

(b) If the dividend is to be paid in
shares of the theretofore unissued capital stock of the Corporation, the Board of Directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par
value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the Board of Directors; provided, however, that no such designation as capital shall be
necessary if shares are being distributed by the Corporation pursuant to a split-up or division of its stock.

Section 7.02.
Interested Directors and Officers. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason, or solely because an interested director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her vote is counted for such purpose, if: (a) the material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or (b) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is



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authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.03. Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned
by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman or the President, and either such officer may, in the name of and on behalf of the Corporation, take all such action as such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of other corporations in which the Corporation may hold securities, and at any such meeting such officer shall possess and may exercise any and all rights and powers incident
to the ownership of such securities that the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

Section 7.04. Execution of Instruments.

(a) All deeds, mortgages, notes, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the Chairman, or the President, or any Vice President,
or by such other person or persons as may be designated from time to time by the Board of Directors.

(b) If a document must be executed by
persons holding different offices or functions and one person holds such offices or exercises such functions, that person may execute the document in more than one capacity if the document indicates each such capacity.

Section 7.05. Advances. The Corporation may, without a vote of the directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.



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Section 7.06. Fiscal Year. The fiscal year end of the Corporation shall be December 31
or such other date as may be fixed from time to time by resolution of the Board of Directors.

Section 7.07. Corporate Seal.
The corporate seal, if one is adopted by the Board of Directors, shall be circular in form and shall have inscribed thereon the name of the Corporation, the word Delaware and the words Corporate Seal. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise placed on any document requiring it.

Section 7.08. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon
the request of any person entitled to inspect the same.

Section 7.09. Power to Amend. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. The Board of Directors may amend the By-Laws upon the affirmative vote of the number of directors which shall constitute, under the
terms of these By-Laws, the action of the Board of Directors. Stockholders may not amend the By-Laws except upon the affirmative vote of at least seventy-five percent (75%) of the votes entitled to be cast by the holders of all outstanding
shares of voting stock.



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