Exhibit 3.5

AMENDED AND RESTATED

BYLAWS

OF

SUSSER HOLDINGS CORPORATION

A Delaware Corporation

Effective as of October 24, 2006



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TABLE OF CONTENTS



|            |  |                                               |  |     
|----------- |  | --------------------------------------------- |  | ----
|            |  |                                               |  | Page
|ARTICLE I   |  | OFFICES                                       |  | 1   
|            |  |                                              
|1.1         |  | Registered Office and Agent                   |  | 1   
|            |  |                                              
|1.2         |  | Other Offices                                 |  | 1   
|            |  |                                              
|ARTICLE II  |  | MEETINGS OF STOCKHOLDERS                      |  | 1   
|            |  |                                              
|2.1         |  | Annual Meeting                                |  | 1   
|            |  |                                              
|2.2         |  | Special Meeting                               |  | 2   
|            |  |                                              
|2.3         |  | Place of Meetings                             |  | 2   
|            |  |                                              
|2.4         |  | Notice                                        |  | 2   
|            |  |                                              
|2.5         |  | Voting List                                   |  | 3   
|            |  |                                              
|2.6         |  | Quorum                                        |  | 4   
|            |  |                                              
|2.7         |  | Required Vote; Withdrawal of Quorum           |  | 4   
|            |  |                                              
|2.8         |  | Method of Voting; Proxies                     |  | 4   
|            |  |                                              
|2.9         |  | Record Date                                   |  | 5   
|            |  |                                              
|2.10        |  | Conduct of Meeting                            |  | 5   
|            |  |                                              
|2.11        |  | Inspectors                                    |  | 5   
|            |  |                                              
|ARTICLE III |  | DIRECTORS                                     |  | 6   
|            |  |                                              
|3.1         |  | Management                                    |  | 6   
|            |  |                                              
|3.2         |  | Number; Qualification; Election; Term         |  | 6   
|            |  |                                              
|3.3         |  | Change in Number                              |  | 7   
|            |  |                                              
|3.4         |  | Removal                                       |  | 7   
|            |  |                                              
|3.5         |  | Vacancies                                     |  | 7   
|            |  |                                              
|3.6         |  | Stockholder Nomination of Director Candidates |  | 7   
|            |  |                                              
|3.7         |  | Meetings of Directors                         |  | 8   
|            |  |                                              
|3.8         |  | First Meeting                                 |  | 9   
|            |  |                                              
|3.9         |  | Election of Officers                          |  | 9   
|            |  |                                              
|3.10        |  | Regular Meetings                              |  | 9   
|            |  |                                              
|3.11        |  | Special Meetings                              |  | 9   
|            |  |                                              
|3.12        |  | Notice                                        |  | 9   
|            |  |                                              
|3.13        |  | Quorum; Majority Vote                         |  | 9   
|            |  |                                              
|3.14        |  | Procedure                                     |  | 9   
|            |  |                                              
|3.15        |  | Presumption of Assent                         |  | 10  
|            |  |                                              
|3.16        |  | Compensation                                  |  | 10  



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TABLE OF CONTENTS

(continued)



|            |  |                                 |  |     
|----------- |  | ------------------------------- |  | ----
|            |  |                                 |  | Page
|3.17        |  | Chairman of the Board           |  | 10  
|            |  |                                
|ARTICLE IV  |  | COMMITTEES                      |  | 10  
|            |  |                                
|4.1         |  | Designation                     |  | 10  
|            |  |                                
|4.2         |  | Number; Qualification; Term     |  | 10  
|            |  |                                
|4.3         |  | Authority                       |  | 11  
|            |  |                                
|4.4         |  | Committee Changes               |  | 11  
|            |  |                                
|4.5         |  | Alternate Members of Committees |  | 11  
|            |  |                                
|4.6         |  | Regular Meetings                |  | 11  
|            |  |                                
|4.7         |  | Special Meetings                |  | 11  
|            |  |                                
|4.8         |  | Quorum; Majority Vote           |  | 11  
|            |  |                                
|4.9         |  | Minutes                         |  | 11  
|            |  |                                
|4.10        |  | Compensation                    |  | 12  
|            |  |                                
|4.11        |  | Responsibility                  |  | 12  
|            |  |                                
|ARTICLE V   |  | NOTICE                          |  | 12  
|            |  |                                
|5.1         |  | Method                          |  | 12  
|            |  |                                
|5.2         |  | Waiver                          |  | 12  
|            |  |                                
|ARTICLE VI  |  | OFFICERS                        |  | 12  
|            |  |                                
|6.1         |  | Number; Titles; Term of Office  |  | 12  
|            |  |                                
|6.2         |  | Removal                         |  | 13  
|            |  |                                
|6.3         |  | Vacancies                       |  | 13  
|            |  |                                
|6.4         |  | Authority                       |  | 13  
|            |  |                                
|6.5         |  | Compensation                    |  | 13  
|            |  |                                
|6.6         |  | Chief Executive Officer         |  | 13  
|            |  |                                
|6.7         |  | Vice Presidents                 |  | 13  
|            |  |                                
|6.8         |  | Chief Financial Officer         |  | 14  
|            |  |                                
|6.9         |  | Treasurer                       |  | 14  
|            |  |                                
|6.10        |  | Assistant Treasurers            |  | 14  
|            |  |                                
|6.11        |  | Secretary                       |  | 14  
|            |  |                                
|6.12        |  | Assistant Secretaries           |  | 14  
|            |  |                                
|ARTICLE VII |  | CERTIFICATES AND STOCKHOLDERS   |  | 15  
|            |  |                                
|7.1         |  | Certificates for Shares         |  | 15  



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TABLE OF CONTENTS

(continued)



|             |  |                                               |  |     
|------------ |  | --------------------------------------------- |  | ----
|             |  |                                               |  | Page
|7.2          |  | Replacement of Lost or Destroyed Certificates |  | 15  
|             |  |                                              
|7.3          |  | Transfer of Shares                            |  | 15  
|             |  |                                              
|7.4          |  | Registered Stockholders                       |  | 15  
|             |  |                                              
|7.5          |  | Regulations                                   |  | 16  
|             |  |                                              
|7.6          |  | Legends                                       |  | 16  
|             |  |                                              
|ARTICLE VIII |  |                                               |  | 16  
|             |  |                                              
|8.1          |  | Indemnification of Directors and Officers     |  | 16  
|             |  |                                              
|8.2          |  | Indemnification of Others                     |  | 17  
|             |  |                                              
|8.3          |  | Insurance                                     |  | 17  
|             |  |                                              
|8.4          |  | Proceeding                                    |  | 17  
|             |  |                                              
|ARTICLE IX   |  | MISCELLANEOUS PROVISIONS                      |  | 17  
|             |  |                                              
|9.1          |  | Dividends                                     |  | 17  
|             |  |                                              
|9.2          |  | Reserves                                      |  | 17  
|             |  |                                              
|9.3          |  | Books and Records                             |  | 18  
|             |  |                                              
|9.4          |  | Fiscal Year                                   |  | 18  
|             |  |                                              
|9.5          |  | Seal                                          |  | 18  
|             |  |                                              
|9.6          |  | Resignations                                  |  | 18  
|             |  |                                              
|9.7          |  | Securities of Other Corporations              |  | 18  
|             |  |                                              
|9.8          |  | Telephone Meetings                            |  | 18  
|             |  |                                              
|9.9          |  | Action Without a Meeting                      |  | 18  
|             |  |                                              
|9.10         |  | Invalid Provisions                            |  | 19  
|             |  |                                              
|9.11         |  | Mortgages, etc.                               |  | 19  
|             |  |                                              
|9.12         |  | Headings                                      |  | 19  
|             |  |                                              
|9.13         |  | References                                    |  | 19  
|             |  |                                              
|9.14         |  | Amendments                                    |  | 19  



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AMENDED AND RESTATED BYLAWS

OF

SUSSER HOLDINGS CORPORATION

A Delaware Corporation

PREAMBLE

The bylaws of Susser Holdings Corporation, a Delaware corporation (the Corporation) have been amended and restated as of October 24,
2006. These bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the Delaware General Corporation Law) and the Corporations certificate of incorporation (as it may be amended and in effect
from time to time). In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Delaware General Corporation Law or the provisions of the certificate of incorporation of the Corporation, such
provisions of the Delaware General Corporation Law or the certificate of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE I

OFFICES

1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State
of Delaware.

1.2 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.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1
Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting or
in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting.



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2.2 Special Meeting. A special meeting of the stockholders may be called by the board of directors
pursuant to a resolution adopted by a majority of the members of the board of directors, or by the board of directors upon a request by a stockholder that, together with any of its affiliates joining such request, owns at least twenty percent
(20%) of the voting power of all shares of the Corporation entitled to vote generally at such special meeting, voting together as a single class. A special meeting shall be held on such date and at such time as shall be designated by the board
of directors or such stockholder and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting
or in a duly executed waiver of notice of such meeting.

2.3 Place of Meetings. An annual meeting of stockholders may be held at any
place within or without the State of Delaware designated by the board of directors. A special meeting of stockholders may be held at any place within or without the State of Delaware designated in the notice of the meeting or a duly executed waiver
of notice of such meeting. Meetings of stockholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

2.4 Notice. (a) At an annual or any special meeting of the stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the Corporations notice of meeting, (ii) by or at the direction of the board of directors, or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of
the notice provided for in these bylaws, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in these bylaws.

(b) For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this bylaw, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholders notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary
of the preceding years annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the
close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date was made. A stockholders notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) 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, (iii) the class and number of shares of the Corporation



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which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose
behalf the proposal is made, and the date on which such shares were initially acquired, and (iv) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

(c) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance
with the procedures set forth in this bylaw. The chairman of the 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 procedures prescribed by
this bylaw, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this bylaw, a stockholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this bylaw.

(d) Written or printed notice stating the place, date, and time of each meeting of the stockholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, the Secretary, or the officer or
person(s) calling the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is to be sent by mail, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he
shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who
shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

2.5 Voting List. At least ten
days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporations stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by
the board of directors, shall prepare a complete list of stockholders entitled to vote thereat, arranged in alphabetical order and showing the address of each stockholder and number of shares registered in the name of each stockholder. For a period
of ten days prior to such meeting, such list shall be (a) made available on a reasonably accessible electronic network, access to which shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or
(b) kept on file at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not so specified, at the principal place of business
of the Corporation and shall be open to



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examination by any stockholder during ordinary business hours. Such list shall be produced at such meeting and kept at
the meeting at all times during such meeting and may be inspected by any stockholder who is present.

2.6 Quorum. The holders of a
majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by law, the certificate of incorporation of the Corporation, or
these bylaws. If a quorum shall not be present, in person or by proxy, at any meeting of stockholders, the stockholders entitled to vote thereat who are present, in person or by proxy, or, if no stockholder entitled to vote is present, any officer
of the Corporation may adjourn the meeting from time to time, without notice other than announcement at the meeting (unless the board of directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be
present, in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if
the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of at least a majority of
the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of statute, the certificate of incorporation of the
Corporation, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly constituted meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.8 Method of Voting; Proxies.
Except as otherwise provided in the certificate of incorporation of the Corporation or by law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Elections of
directors need not be by written ballot. Stockholders shall have no right to cumulate votes in the elections of directors. At any meeting of stockholders, every stockholder having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its
execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.



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2.9 Record Date. For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the board of directors 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, for any such
determination of stockholders, such date in any case to be not more than 60 days and not less than ten days prior to such meeting nor more than 60 days prior to any other action. If no record date is fixed:

(i) 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 day on which the meeting is held.

(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

(iii) 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.

2.10 Conduct of
Meeting. If the board of directors has not elected a Chairman of the Board or in the absence or inability to act of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of stockholders. The Secretary shall keep
the records of each meeting of stockholders. In the absence or inability to act of any such person, such persons duties shall be performed by the person given the authority to act for such absent or non-acting person under these bylaws or by
some person appointed by the meeting.

2.11 Inspectors. The board of directors may, in advance of any meeting of stockholders,
appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of
the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or



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consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

ARTICLE III

DIRECTORS

3.1 Management. The
business and property of the Corporation shall be managed by the board of directors. Subject to the restrictions imposed by law, the certificate of incorporation of the Corporation, or these bylaws, the board of directors may exercise all the powers
of the Corporation.

3.2 Number; Qualification; Election; Term. The number of directors constituting the entire board of directors
shall be no less than six (6) and no more than nine (9). Except as otherwise set forth in the certificate of incorporation of the Corporation, the number of directors constituting the entire board of directors shall be fixed from time to time
exclusively by resolution adopted by the board of directors.

Except as otherwise required by law, the certificate of incorporation of the
Corporation, or these bylaws, the directors shall be elected at an annual meeting of the stockholders at which a quorum is present. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and
entitled to vote on the election of directors. None of the directors need be a stockholder of the Corporation or a resident of Delaware. Each director must have attained the age of majority.

The directors of the Corporation shall be divided into three classes: Class I, Class II and Class III. Each of Class I, Class II and Class III
initially shall be comprised of two directors. The term of office of the Class I directors shall expire at the 2007 annual meeting of stockholders; the term of office of the Class II directors shall expire at the 2008 annual meeting of stockholders;
and the term of office of the Class III directors shall expire at the 2009 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of
stockholders, commencing with the 2007 annual meeting, 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.

Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of



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stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be
governed by the terms of the certificate of incorporation of the Corporation or the resolution or resolutions adopted by the board of directors pursuant to the certificate of incorporation of the Corporation and applicable thereto.

The provisions of this Section 3.2 of these bylaws may not be amended, modified or repealed without the affirmative vote of the holders of at least
sixty-six and two-thirds percent (662/3%) of the voting power of all shares of stock the Corporation entitled to
vote generally then outstanding, voting together as a single class.

3.3 Change in Number. No decrease in the number of
directors constituting the entire board of directors shall have the effect of shortening the term of any incumbent director.

3.4
Removal. Except as otherwise provided in the certificate of incorporation of the Corporation or these bylaws, at any meeting of stockholders called expressly for that purpose, any director or the entire board of directors may be removed only
with cause by the affirmative vote of the holders of at least a majority of the voting power of all shares then entitled to vote on the election of directors, voting together as a single class.

3.5 Vacancies. Any director may be removed only for cause, at any special meeting of stockholders by the affirmative vote of at least a majority
of the voting power of all shares then entitled to vote in person or by proxy at an election of directors, provided notice of the intention to act upon such matter shall have been given in the notice calling such meeting. Newly created directorships
resulting from any increase in the authorized number of directors and any vacancies occurring in the board of directors caused by death, resignation, retirement, disqualification or removal from office of any directors or otherwise, may be filled by
the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director, or a successor or successors may be chosen at a special meeting of the stockholders called for that purpose, and each successor
director so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified.

3.6 Stockholder Nomination of Director Candidates. (a) Only persons who are nominated in accordance with the procedures set forth in these
bylaws shall be eligible to serve as directors. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this bylaw, who shall be entitled to vote for the election of directors at the meeting, and who complies with the notice procedures set
forth in this bylaw.



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(b) Nominations by stockholders shall be made pursuant to timely notice in writing to the Secretary of
the Corporation. To be timely, a stockholders notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days
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 changed by more than 30 days from such anniversary date, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date was made, and (ii) in the case of a
special meeting at which directors are to be elected, not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date was made.
Such stockholders notice shall set forth (i) 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, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such persons written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporations books, of such stockholder and (B) the class and number of shares of the
Corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (iii) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such
person and (B) the class and number of shares of the Corporation which are beneficially owned by such person. 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.

(c) Notwithstanding anything in these bylaws to the contrary, no person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this bylaw. The
chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this bylaw, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this bylaw.

3.7 Meetings of Directors. The directors may hold their
meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places within or without the State of Delaware as the board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of such meeting.



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3.8 First Meeting. Each newly elected board of directors may hold its first meeting for the
purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting shall be necessary.

3.9 Election of Officers. At the first meeting of the board of directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation; provided, that new officers may be elected and any vacancies filled at any meeting of the board of directors.

3.10 Regular Meetings. Regular meetings of the board of directors shall be held at such times and places as shall be designated from time to time
by resolution of the board of directors. Notice of such regular meetings shall not be required.

3.11 Special Meetings. Special
meetings of the board of directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, or any director.

3.12 Notice. The Secretary shall give notice of each special meeting to each director at least 24 hours before the meeting. Notice of any such meeting need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such meeting.

3.13 Quorum; Majority Vote. At all meetings
of the board of directors, a majority of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business. If at any meeting of the board of directors there be less than a quorum present, a
majority of those present or any director solely present may adjourn the meeting from time to time without further notice. Unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws,
the act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the board of directors. At any time that the certificate of incorporation of the Corporation provides that directors elected by the
holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such
directors.

3.14 Procedure. At meetings of the board of directors, business shall be transacted in such order as from time to time
the board of directors may determine. If the board of directors has not elected a Chairman of the Board or in the absence or inability



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to act of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the board of directors.
In the absence or inability to act of either such person, a chairman shall be chosen by the board of directors from among the directors present. The Secretary of the Corporation shall act as the secretary of each meeting of the board of directors
unless the board of directors appoints another person to act as secretary of the meeting. The board of directors shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

3.15 Presumption of Assent. A director of the Corporation who is present at the meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such
action.

3.16 Compensation. The board of directors shall have the authority to fix the compensation, including fees and
reimbursement of expenses, paid to directors for attendance at regular or special meetings of the board of directors or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity or receiving compensation therefor.

3.17 Chairman of the Board. The Corporation may have, at the
discretion of the board of directors, a Chairman of the Board who shall not be considered an officer of the Corporation. The Chairman of the Board, if elected by the board of directors, shall have such powers and duties as may be prescribed by the
board of directors. The Chairman of the Board shall preside at all meetings of the stockholders and of the board of directors.

ARTICLE IV

COMMITTEES

4.1
Designation. The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

4.2 Number; Qualification; Term. Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire board of directors. The number of committee members may be
increased or decreased from time to time by resolution adopted by a majority of the entire board of directors. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation
as a committee member or as a director, or (iii) his removal as a committee member or as a director.



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4.3 Authority. Each committee, to the extent expressly provided in the resolution establishing
such committee, shall have and may exercise all of the authority of the board of directors in the management of the business and property of the Corporation except to the extent expressly restricted by law, the certificate of incorporation of the
Corporation, or these bylaws.

4.4 Committee Changes. The board of directors shall have the power at any time to fill vacancies in,
to change the membership of, and to discharge any committee.

4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to a committee
or each such alternate committee member is absent or disqualified, the member or members of such committee 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.

4.6 Regular Meetings.
Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

4.7 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at,
nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

4.8
Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the board of directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee,
a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in
attendance shall be the act of a committee, unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws.

4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the board of directors upon the request of the board of directors. The minutes of the proceedings
of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.



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4.10 Compensation. Committee members may, by resolution of the board of directors, be allowed a
fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

4.11 Responsibility. The
designation of any committee and the delegation of authority to it shall not operate to relieve the board of directors or any director of any responsibility imposed upon it or such director by law.

ARTICLE V

NOTICE

5.1 Method. Whenever by statute, the certificate of incorporation of the Corporation, or these bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to
overnight courier service, telegram or facsimile or other form of electronic transmission, provided such other form of electronic transmission creates a record that may be retained, retrieved, and reviewed by the recipient thereof, may be directly
reproduced in paper form by such recipient, and such recipient has consented to the delivery of notice by such method). Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is
deposited in the United States mail, delivered to the overnight courier service or telegram service, or transmitted by facsimile or other form of electronic transmission, as applicable, and in each case with any and all charges prepaid and addressed
as aforesaid.

5.2 Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the
Corporation by statute, the certificate of incorporation of the Corporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent
to the giving of such notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

6.1 Number; Titles; Term of
Office. The officers of the Corporation shall be a Chief Executive Officer, a Secretary, and such other officers as the board of directors



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may from time to time elect or appoint, including one or more Vice Presidents (with each Vice President to have such
descriptive title, if any, as the board of directors shall determine), a Chief Financial Officer and/or a Treasurer. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death, or until
he shall resign or shall have been removed in the manner hereinafter provided. Any two or more offices may be held by the same person. None of the officers need be a stockholder or a director of the Corporation or a resident of the State of
Delaware.

6.2 Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors
whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation,
removal, or otherwise) may be filled by the board of directors.

6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws.

6.5 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the board of directors or the compensation
committee, if any.

6.6 Chief Executive Officer. The Chief Executive Officer shall have general charge, management, and control of
the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the board of directors has not
elected a Chairman of the Board or in the absence or inability to act of the Chairman of the Board, the Chief Executive Officer shall exercise all of the powers and discharge all of the duties of the Chairman of the Board. As between the Corporation
and third parties, any action taken by the Chief Executive Officer in the performance of the duties of the Chairman of the Board shall be conclusive evidence that there is no Chairman of the Board or that the Chairman of the Board is absent or
unable to act.

6.7 Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the board of
directors, the Chairman of the Board, or the Chief Executive Officer, and (in order of their seniority as determined by the board of directors or, in the absence of such determination, as determined by the length of time they have held the office of
Vice President) shall exercise the powers of the Chief Executive Officer during that officers absence or inability to act. As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of
the Chief Executive Officer shall be conclusive evidence of the absence or inability to act of the Chief Executive Officer at the time such action was taken.



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6.8 Chief Financial Officer. The chief financial officer shall be responsible for the financial
affairs of the Corporation and shall be the chief accounting officer for federal securities law purposes. If the Chief Financial Officer is not also the Treasurer of the Corporation, he or she shall be responsible for the supervision of the
Treasurer. He or she shall perform all duties incident to the office of Chief Financial Officer, and such other duties as may from time to time be assigned to him or her by the board of directors or Chief Executive Officer or as may be provided in
these bylaws.

6.9 Treasurer. The Treasurer shall have custody of the Corporations funds and securities, shall keep full and
accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the board of directors, and shall perform such
other duties as may be prescribed by the board of directors, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer.

6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer. The
Assistant Treasurers (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers
of the Treasurer during that officers absence or inability to act.

6.11 Secretary. Except as otherwise provided in these
bylaws, the Secretary shall keep the minutes of all meetings of the board of directors and of the stockholders in books provided for that purpose, and he shall attend to the giving and service of all notices. He may sign with the Chief Executive
Officer, in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto. He may sign with the Chief Executive Officer all certificates for shares of stock of the Corporation, and he shall have charge
of the certificate books, transfer books, and stock papers as the board of directors may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business
hours. He shall in general perform all duties incident to the office of the Secretary, subject to the control of the board of directors, the Chairman of the Board, the Chief Executive Officer or any Vice President charged with such duty.

6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, the Chief Executive Officer or Secretary. The Assistant Secretaries (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they
have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officers absence or inability to act.



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ARTICLE VII

CERTIFICATES AND STOCKHOLDERS

7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of directors. The certificates shall be signed by the Chief Executive Officer or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an
Assistant Treasurer. Any and all signatures on the certificate may be a facsimile and may be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that no such seal of the Corporation shall be required
thereon. If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holders name and the number of shares.

7.2 Replacement of Lost or Destroyed Certificates. The
board of directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares 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 advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties
satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or
destroyed.

7.3 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by
the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

7.4 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided
by law.



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7.5 Regulations. The board of directors shall have the power and authority to make all such rules
and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

7.6 Legends. The board of directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification of
Directors and Officers. The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, limited liability company, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or
may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article Eight is in effect. Any repeal or amendment of this Article Eight shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the
Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article Eight. Such right shall include the right to be paid
by the Corporation expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. If
a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) 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 also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the Delaware General Corporation Law or other applicable law, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation
(including its board of directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the



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commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible
in the circumstances nor an actual determination by the Corporation (including its board of directors or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a
defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of
stockholders or directors, agreement, or otherwise.

8.2 Indemnification of Others. The Corporation may additionally indemnify any
employee or agent of the Corporation and such other persons as may be permitted under the Delaware General Corporation Law to the fullest extent permitted by law.

8.3 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture,
limited liability company, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

8.4 Proceeding. As used herein, the term proceeding means any
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Dividends. Subject to provisions of law and the certificate of incorporation of the
Corporation, dividends may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the board
of directors.

9.2 Reserves. There may be created by the board of directors out of funds of the Corporation legally available
therefor such reserve or reserves as the directors from time to time, in their discretion, consider proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as
the board of directors shall consider beneficial to the Corporation, and the board of directors may modify or abolish any such reserve in the manner in which it was created.



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9.3 Books and Records. The Corporation shall keep correct and complete books and records of
account, shall keep minutes of the proceedings of its stockholders and board of directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders,
giving the names and addresses of all stockholders and the number and class of the shares held by each.

9.4 Fiscal Year. The fiscal
year of the Corporation shall be fixed by the board of directors; provided, that if such fiscal year is not fixed by the board of directors and the selection of the fiscal year is not expressly deferred by the board of directors, the fiscal year
shall be the 52 or 53 weeks ending on a Sunday nearest to December 31.

9.5 Seal. The seal of the Corporation shall be such as
from time to time may be approved by the board of directors.

9.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving written notice to the board of directors, the Chairman of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall take effect at the time specified
therein or, if no time is specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

9.7 Securities of Other Corporations. The Chief Executive Officer, the Chief Financial Officer or any Vice President of the Corporation shall have
the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

9.8 Telephone Meetings. Stockholders (acting for themselves or through a proxy),
members of the board of directors, and members of a committee of the board of directors may participate in and hold a meeting of such stockholders, board of directors, or committee by means of a conference telephone or similar communications
equipment by means of which persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

9.9
Action Without a Meeting. (a) Unless otherwise restricted by the certificate of incorporation of the Corporation or by these bylaws, any action required or permitted to be taken by the stockholders of the Corporation may be effected by a
consent in writing signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted,
and such



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consent shall have the same force and effect as a vote of such stockholders and may be stated as such in any certificate
or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person. Such consent or consents shall be filed with the minutes of proceedings of the stockholders.

(b) Unless otherwise restricted by the certificate of incorporation of the Corporation or by these bylaws, any action required or permitted to be taken
at a meeting of the board of directors, or of any committee of the board of directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors or all the committee
members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of such directors or committee members, as the case may be, and may be stated as such in any
certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person. Such consent or consents shall be filed with the minutes of proceedings of the board or committee, as the case may be.

9.10 Invalid Provisions. If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so
far as it is possible and reasonable, shall remain valid and operative.

9.11 Mortgages, etc. With respect to any deed, deed of
trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.

9.12 Headings. The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.

9.13 References. Whenever herein the singular number is used, the same shall include the plural where
appropriate, and words of any gender should include each other gender where appropriate.

9.14 Amendments. Except as set forth
below, these bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of the holders of at least a majority of the voting power of all shares of the Corporation or by the board of directors at any regular
meeting of the stockholders or the board of directors or at any special meeting of the stockholders or the board of directors if notice of such alteration, amendment, repeal, or adoption of new bylaws be contained in the notice of such special
meeting. Notwithstanding the foregoing, Article III, Section 3.2 of these bylaws may not be amended, modified or repealed (or any bylaw adopted inconsistent with such provisions) by the stockholders without the affirmative vote of the holders
of at



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least sixty-six and two-thirds percent (662/3%) of the voting power of all shares of the Corporation entitled to vote generally, then outstanding, voting together as a single class at any annual or special meeting of the
stockholders in which notice of such amendment, modification, repeal or adoption is contained.

[REMAINDER OF PAGE INTENTIONALLY LEFT
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The undersigned duly authorized officer of the Corporation, hereby certifies that the foregoing bylaws
were adopted by resolutions of the Board of Directors of the Corporation as of October 24, 2006.



/s/ E. V. Bonner, Jr.E. V. Bonner, Jr.Executive Vice President, Secretary and General
Counsel




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