<SEC-DOCUMENT>0001193125-17-359587.txt : 20171204
<SEC-HEADER>0001193125-17-359587.hdr.sgml : 20171204
<ACCEPTANCE-DATETIME>20171204083132
ACCESSION NUMBER:		0001193125-17-359587
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20171129
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20171204
DATE AS OF CHANGE:		20171204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mueller Water Products, Inc.
		CENTRAL INDEX KEY:			0001350593
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
		IRS NUMBER:				203547095
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32892
		FILM NUMBER:		171235731

	BUSINESS ADDRESS:	
		STREET 1:		1200 ABERNATHY RD, NE
		STREET 2:		SUITE 1200
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30328
		BUSINESS PHONE:		770-206-4200

	MAIL ADDRESS:	
		STREET 1:		1200 ABERNATHY RD, NE
		STREET 2:		SUITE 1200
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Mueller Holding Company, Inc.
		DATE OF NAME CHANGE:	20060123
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d489202d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of Earliest Event Reported): November&nbsp;29, 2017 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>MUELLER WATER PRODUCTS, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of Registrant as Specified in its Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD WIDTH="34%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="32%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>0001-32892</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">20-3547095</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other Jurisdiction of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Incorporation or Organization)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1200 Abernathy Road, Suite 1200</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Atlanta, Georgia</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>30328</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (770)
<FONT STYLE="white-space:nowrap">206-4200</FONT> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or former address, if changed since last report) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of
this chapter). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Emerging growth company&nbsp;&nbsp;&#9744; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On November&nbsp;29, 2017,
the Board of Directors of Mueller Water Products, Inc. (the &#147;Corporation&#148;) approved an amendment and restatement of the Corporation&#146;s Bylaws (the &#147;Amended and Restated Bylaws&#148;), effective immediately, to provide that
directors shall be elected by the affirmative vote of a majority of the votes cast at a meeting of stockholders in uncontested director elections, and to make certain other technical and conforming changes. The Amended and Restated Bylaws are
attached hereto as Exhibit 3.1, and are incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>FINANCIAL STATEMENTS AND EXHIBITS. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>(d) Exhibits: </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman"><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d489202dex31.htm">Amended and Restated Bylaws of Mueller Water Products, Inc., dated November&nbsp;29, 2017. </A></TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">MUELLER WATER PRODUCTS, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Keith L. Belknap</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Keith L. Belknap</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: December&nbsp;4, 2017</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Executive Vice President, General Counsel and</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Corporate Secretary</P></TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d489202dex31.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-3.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt;margin-bottom:0pt">


<IMG SRC="g489202g15i09.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED BYLAWS OF </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MUELLER WATER PRODUCTS, INC. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Effective as of November&nbsp;29, 2017) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICES
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 1.01. <U>Registered Office</U>. Mueller Water Products, Inc. (the &#147;Corporation&#148;) shall maintain its registered office in the State
of Delaware at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors may, from time to time, appoint or
as the business of the Corporation may require. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF STOCKHOLDERS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.01.
<U>Annual Meetings of Stockholders</U>. Annual meetings of stockholders may be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine. The Board of Directors may, in
its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section&nbsp;2.11 of these Bylaws in accordance with Section&nbsp;211(a)(2) of the
General Corporation Law of the State of Delaware (the &#147;<U>DGCL</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.02. <U>Special Meetings of Stockholders</U>. Subject to the
Restated Certificate of Incorporation of the Corporation (as it may be amended from time to time, the &#147;<U>Certificate of Incorporation</U>&#148;), special meetings of stockholders, unless otherwise prescribed by the DGCL, may be called at any
time only by the Board of Directors (including, for purposes of clarity, a duly designated committee thereof), and no special meetings of stockholders shall be called by any other person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.03. <U>Notice of Stockholder Business and Nominations</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. <U>Annual Meetings of Stockholders</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.
Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a)&nbsp;pursuant to the Corporation&#146;s notice of meeting,
(b)&nbsp;by or at the direction of the Board of Directors, or (c)&nbsp;by any stockholder of the Corporation who (i)&nbsp;was a stockholder of record at the time of giving of notice provided for in this
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Section&nbsp;2.03 and is a stockholder of record at the time of the annual meeting (ii)&nbsp;is entitled to vote at the annual meeting and (iii)&nbsp;complies with the notice procedures set forth
in paragraphs (A)(2) and (A)(3) of this Section&nbsp;2.03 as to any such nomination or other business; clause (c)&nbsp;shall be the exclusive means for a stockholder to make any nomination or submit any other business (other than matters properly
brought under Rule <FONT STYLE="white-space:nowrap">14a-8</FONT> before stockholders pursuant to the Securities Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;), and included in the Corporation&#146;s notice of meeting) before
an annual meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. Without qualification, for any nomination or any other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c)&nbsp;of paragraph (A)(1) of this Section&nbsp;2.03, the stockholder must have given timely notice thereof in writing to the Secretary, and any such proposed business other than nominations of
persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than
ninety (90)&nbsp;days nor more than one hundred twenty (120)&nbsp;days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year&#146;s annual meeting <I>provided, however</I>, that
in the event that the date of the annual meeting is changed by more than thirty (30)&nbsp;days from the anniversary date of the previous year&#146;s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred
twenty (120)&nbsp;days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than
one hundred (100)&nbsp;days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement
of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder&#146;s notice as described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. To be in proper form, a stockholder&#146;s notice (whether given pursuant to Section&nbsp;2.03(A)(2) or Section&nbsp;2.03(B)) to the
Secretary must: (a)&nbsp;set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i)&nbsp;the name and address of such stockholder, as they appear on the
Corporation&#146;s books and records, and of such beneficial owner, if any, (ii)&nbsp;(A) the class and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and
such beneficial owner, (B)&nbsp;any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares
of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital
stock of the Corporation or otherwise (a &#147;<U>Derivative Instrument</U>&#148;) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase
or decrease in the value of shares of the Corporation, (C)&nbsp;any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
right to vote any shares of any security of the Corporation, (D)&nbsp;any short interest in any security of the Corporation (for purposes of this Section&nbsp;2.03(A)(3) a person shall be deemed
to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of
the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F)&nbsp;any proportionate interest in shares
of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and
(G)&nbsp;any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice,
including without limitation any such interests held by members of such stockholder&#146;s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than ten
(10)&nbsp;days after the record date for the meeting to disclose such ownership as of the record date), and (iii)&nbsp;any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section&nbsp;14 of the Exchange Act and the rules
and regulations promulgated thereunder; (b)&nbsp;if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i)&nbsp;a brief description of the
business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation,
the language of the proposed amendment) and the reasons for conducting such business at the meeting and (ii)&nbsp;a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other
person or persons (including their names) in connection with the proposal of such business by such stockholder; c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors
(i)&nbsp;all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii)&nbsp;a
description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if
any, and their respective affiliates and associates, or others acting in concert therewith on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand,
including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> if the stockholder making the nomination and any
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such
rule and the nominee were a director or executive officer of such registrant; and (d)&nbsp;with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement
as required by Section&nbsp;2.03(c)(4). Any such notice shall also include </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends
(x)&nbsp;to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation&#146;s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (y)&nbsp;otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an
independent director of the Corporation or that could be material to a reasonable stockholder&#146;s understanding of the independence, or lack thereof, of such nominee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. Notwithstanding anything in the second sentence of Section&nbsp;2.03(A)(2) to the contrary, if the number of directors to be elected to the
Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred
(100)&nbsp;calendar days prior to the first anniversary of the mailing of proxy materials for the prior year&#146;s annual meeting of stockholders, then a stockholder&#146;s notice required by this Section shall be considered timely, but only with
respect to nominees for any new positions created by such increase, if it is received by the Secretary not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the
Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B. <U>Special Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the
Corporation&#146;s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation&#146;s notice of meeting
(1)&nbsp;by or at the direction of the Board of Directors or (2)&nbsp;provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a)&nbsp;is a stockholder of record
at the time such notice is delivered to the Secretary, (b)&nbsp;is entitled to vote at the meeting and (c)&nbsp;complies with the notice procedures set forth in this Section&nbsp;2.03 as to such nomination. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
stockholder who (i)&nbsp;was a stockholder of record at the time of giving of notice provided for in this Section&nbsp;2.03 and is a stockholder of record at the time of the special meeting and
(ii)&nbsp;is entitled to vote at the special meeting may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice as required by
paragraph (A)(2) of this Section&nbsp;2.03 with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section&nbsp;2.03(A)(3)) shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such
special meeting or, if the first public announcement of the date of such special meeting is less than one hundred (100)&nbsp;days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time
period (or extend any time period) for the giving of a stockholders&#146; notice as described above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">C. <U>General</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. Only such persons who are nominated in accordance with the procedures set forth in this Section&nbsp;2.03 shall be eligible for election to
serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section&nbsp;2.03. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The chairman of the meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting that any nomination or business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and if he should so determine, the
chairman shall so declare to the meeting, and any such nomination or business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section&nbsp;2.03, if the stockholder (or a qualified
representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section&nbsp;2.03, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed
by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of
the writing or electronic transmission, at the meeting of stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. Whenever used in these Bylaws, &#147;public announcement&#148; shall mean disclosure
(a)&nbsp;in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service,
or is generally available on Internet news sites, or (b)&nbsp;in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. Notwithstanding the foregoing provisions of this Section&nbsp;2.03, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section&nbsp;2.03; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated
thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section&nbsp;2.03(A)(1)(c) or Section&nbsp;2.03(B). Nothing in these Bylaws shall be
deemed to affect any rights (a)&nbsp;of stockholders to request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to Rule <FONT STYLE="white-space:nowrap">14a-8</FONT> under the Exchange Act, or (b)&nbsp;of the holders of any
class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the
Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section&nbsp;2.03) to the Secretary at the principal executive officers of the Corporation a written questionnaire with respect to the
background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and
agreement (in the form provided by the Secretary upon written request) that such person (A)&nbsp;is not and will not become a party to (1)&nbsp;any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any
person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a &#147;Voting Commitment&#148;) that has not been disclosed to the Corporation or (2)&nbsp;any Voting Commitment that
could limit or interfere with such person&#146;s ability to comply, if elected as a director of the Corporation, with such person&#146;s fiduciary duties under applicable law, (B)&nbsp;is not and will not become a party to any agreement, arrangement
or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein,
(C)&nbsp;in such person&#146;s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly
disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.04. <U>Notice of Meetings</U>. Whenever stockholders are required or permitted to take any action at a
meeting, a timely written notice or electronic transmission, in the manner provided in Section&nbsp;232 of the DGCL, of the meeting, which shall state the place, if any, date and time of the meeting, and the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically by the
Secretary to each stockholder of record entitled to vote thereat. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10)&nbsp;days nor more than sixty
(60)&nbsp;days before the date of the meeting to each stockholder entitled to vote at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.05. <U>Quorum</U>. Unless otherwise
required by law, the holders of a majority of the voting power of the outstanding shares of stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of
stockholders. When a quorum is once present to organize a meeting, the quorum is not broken by the subsequent withdrawal of any stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION
2.06. <U>Voting</U>. At all meetings of the stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholder of record on the record date for the meeting. When a quorum is present
or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote thereon shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of law, the rules or regulations of any stock exchange or quotation system applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its
securities, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Except as provided in Article III, Section&nbsp;3.05 and
in this paragraph and subject to the Certificate of Incorporation, in uncontested director elections, each director shall be elected by the affirmative vote of a majority of the votes cast at such meeting(s) in respect of the shares present in
person or represented by proxy at the meeting and entitled to vote on the election of directors. The affirmative vote of a majority of the votes cast means that the number of votes cast &#147;for&#148; a director&#146;s election exceeds the number
of votes cast &#147;against&#148; such director. Incumbent directors who fail to receive the requisite stockholder vote shall remain in office until such director&#146;s successor is elected and qualified or until such director&#146;s earlier
resignation or removal. In contested director elections, directors shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against any nominees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.07.
<U>Chairman of Meetings</U>. The Chairman of the Board of Directors, if one is elected, or, in his absence or disability, the President of the Corporation, shall preside at all meetings of the stockholders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.08. <U>Secretary of Meeting</U>. The Secretary of the Corporation shall act as Secretary at all
meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors or the President of the Corporation shall appoint a person to act as Secretary at such meetings. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.09. <U>Adjournment</U>. At any meeting of stockholders of the Corporation, if less than a quorum be present, the Board of Directors, the chairman of
the meeting or a majority of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be
present. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30)&nbsp;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 meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.10.
<U>Remote Communication</U>. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means
of remote communication: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">a.</TD>
<TD ALIGN="left" VALIGN="top">participate in a meeting of stockholders; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">b.</TD>
<TD ALIGN="left" VALIGN="top">be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication; </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>provided, however,</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) that the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at
the meeting by means of remote communication is a stockholder or proxyholder; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) the Corporation shall implement
reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including but not limited to an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) if any stockholder or proxyholder
votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF DIRECTORS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.01.
<U>Powers</U>. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall exercise all of the powers and duties conferred by law except as provided by the
Certificate of Incorporation or these Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.02. <U>Number, Election and Term</U>. The Board of Directors shall consist of not less than six
directors or more than 11 directors, the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Board of Directors shall be elected by the stockholders at their annual meeting, and each director shall serve until his successor shall be elected and
qualified or until his earlier resignation or removal. Elections of directors need not be by written ballot. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.03. <U>Resignations</U>. Any
director may resign at any time upon notice given in writing or by electronic transmission. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the President of the Corporation
or Secretary; <I>provided, that,</I> if so specified in such resignation, the effectiveness of a director&#146;s resignation may be conditioned upon its acceptance by the Board of Directors or upon the happening of another event, and the effective
date thereof may be determined by the happening of such event. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.04. <U>Removal</U>. Except as may be otherwise provided by the Certificate of
Incorporation, any or all of the directors (other than the directors, if any, elected only by the holders of any series of preferred stock of the Corporation, voting as a separate class) may be removed at any time either with or without cause by the
affirmative vote of a majority in voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting as a single class. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.05. <U>Vacancies and Newly Created Directorships</U>. Any vacancy occurring in the Board of Directors caused by resignation or removal from office,
increase in number of directors or otherwise shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by the affirmative vote of a majority of the remaining members of the Board of Directors, though less
than a quorum, or by a sole remaining director. Except as may be otherwise provided in the Certificate of Incorporation, no decrease in the authorized number of directors shall shorten the term of any incumbent director. If any applicable provision
of the DGCL expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of at least 80% of the voting power of all shares of
capital stock of the Corporation entitled to vote generally in the election of directors voting as a single class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.06. <U>Meetings</U>. Regular meetings of the Board of Directors may be held at such places and times as
shall be determined from time to time by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be called by the President of the Corporation, and shall be called by the President of the
Corporation or the Secretary if directed by the Board of Directors. Notice need not be given of regular meetings of the Board of Directors. At least 24 hours notice before each special meeting of the Board of Directors, providing notice of the time,
date and place of the meeting and the purpose or purposes for which the meeting is called, shall be given to each director, either in person or by telephone, electronic transmission or any other method permitted by the DGCL. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.07. <U>Quorum, Voting and Adjournment</U>. A majority of the total number of directors shall constitute a quorum for the transaction of business.
Except as otherwise provided by law, the act 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. In the absence of a quorum, a majority of the directors present thereat may
adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.08. <U>Committees</U>. The Board of Directors may by resolution designate one or more committees, including but not limited to an Audit Committee,
each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not 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. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (a)&nbsp;approving, adopting or recommending to the stockholders any action or matter (other than recommendations relating to the election or removal of directors) expressly required by the
DGCL to be submitted to stockholders for approval, or (b)&nbsp;adopting, amending or repealing any Bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the
Board of Directors when requested or required by the Board of Directors. Unless otherwise determined by the Board of Directors or the committee, a majority of the total number of directors constituting the committee shall constitute a quorum for the
transaction of business for such committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.09. <U>Action Without a Meeting</U>. Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained
in paper form or shall be in electronic form if the minutes are maintained in electronic form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.10. <U>Compensation</U>. The Board of Directors
shall have the authority to fix the compensation of directors for their services. A director may also serve the Corporation in other capacities and receive compensation therefor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.11. <U>Remote Meeting</U>. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by
means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute the
presence in person at such meeting. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.01. <U>Number</U>.
The officers of the Corporation shall include a President and a Secretary, both of whom shall be elected by the Board of Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors
are elected and qualified or until their earlier resignation or removal. In addition, the Board of Directors may elect a Chairman of the Board of Directors, one or more Vice Presidents, including but not limited to an Executive Vice President, a
Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of
Directors. The initial officers shall be elected at the first meeting of the Board of Directors and, thereafter, at the annual organizational meeting of the Board of Directors. Any number of offices may be held by the same person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.02. <U>Other Officers and Agents</U>. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their
office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION
4.03. <U>Chairman</U>. The Chairman of the Board of Directors shall be a member of the Board of Directors and shall preside at all meetings of the Board of Directors and of the stockholders. In addition, the Chairman of the Board of Directors shall
have such powers and perform such other duties as from time to time may be assigned to him by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.04. <U>President</U>. The
President shall be the Chief Executive Officer of the Corporation. He shall exercise such duties as customarily pertain to the office of President and Chief Executive Officer, and shall have general and active management of the property, business
and affairs of the Corporation, subject to the supervision and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
control of the Board of Directors. He shall perform such other duties as prescribed from time to time by the Board of Directors or these Bylaws. In the absence, disability or refusal of the
Chairman of the Board of Directors to act, or the vacancy of such office, the President shall preside at all meetings of the stockholders and of the Board of Directors. Except as the Board of Directors shall otherwise authorize, the President shall
execute bonds, mortgages and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.05. <U>Vice Presidents</U>. Each Vice President, if any are elected, of whom one or more
may be designated an Executive Vice President, shall have such powers and shall perform such duties as shall be assigned to him by the President or the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.06. <U>Treasurer</U>. The Treasurer shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the
Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may
be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. He shall render to the President and Board of Directors, upon their request, a report of the financial condition of
the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe. The Treasurer shall have such
further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.07. <U>Secretary</U>. The Secretary shall cause minutes of all meetings of the stockholders and directors to be recorded and kept; cause all notices
required by these Bylaws or otherwise to be given properly; see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and cause all reports, statements, returns, certificates and
other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.08. <U>Assistant Treasurers and Assistant Secretaries</U>. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be
vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors shall otherwise determine. In addition, Assistant
Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION
4.09. <U>Corporate Funds and Checks</U>. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
President or the Secretary or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.10. <U>Contracts and Other Documents</U>. The President and the Secretary, or such other officer or officers as may from time to time be authorized
by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the
Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.11. <U>Compensation</U>.
The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors (subject to any employment agreements that may then be in effect between the Corporation and the relevant officer). None of such officers
shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and
receiving such compensation by reason of the fact that he is also a director of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.12. <U>Ownership of Stock of Another
Corporation</U>. Unless otherwise directed by the Board of Directors, the President or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation,
to attend and to vote at any meeting of stockholders of any corporation in which the Corporation holds stock and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such
meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.13. <U>Delegation of Duties</U>. In
the absence, disability or refusal of any officer to exercise and perform his duties, the Board of Directors may delegate to another officer such powers or duties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.14. <U>Resignation and Removal</U>. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of
Directors. Any officer may resign at any time in the same manner prescribed under Section&nbsp;3.03 of these Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.15. <U>Vacancies</U>. The
Board of Directors shall have power to fill vacancies occurring in any office. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE V </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STOCK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.01. <U>Certificates of
Stock</U>. The shares of capital stock of the Corporation shall be uncertificated, provided that the Board of Directors may provide by resolution or resolutions that any or all of the shares of some or all of any or all classes or series of
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
the Corporation&#146;s stock shall be represented by certificates. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the
Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board of Directors or the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number and class of shares of stock in the Corporation owned by him. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors
shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such
transfer agents and/or registrars. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.02. <U>Transfer of Shares</U>. Shares of stock of the Corporation shall be transferable upon its books by
the holders thereof, in person or by their duly authorized agents, upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer by
delivery thereof to the person in charge of the stock and transfer books and ledgers; <U>provided</U>, <U>however</U>, that such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, these Bylaws, applicable law,
or contract. Such certificates (if any) shall be cancelled and new certificates (if the shares are certificated) shall thereupon be issued. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority
to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.03. <U>Lost, Stolen, Destroyed or Mutilated Certificates</U>. A new certificate of stock may be issued in the place of any certificate previously
issued by the Corporation alleged to have been lost, stolen or destroyed, and the Board of Directors may, in their discretion, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a
bond, in such sum as the Board of Directors may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate of stock may be issued in the place of any certificate previously
issued by the Corporation that has become mutilated without the posting by the owner of any bond upon the surrender by such owner of such mutilated certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.04. <U>Fixing Date for Determination of Stockholders of Record</U>. In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, 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 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Directors, and which record date: (a)&nbsp;in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by
law, not be more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of such meeting; (b)&nbsp;to the extent permitted by the Certificate of Incorporation, in the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten (10)&nbsp;days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3)&nbsp;in the case of any other action, shall not be
more than sixty (60)days prior to such other action. If no record date is fixed: (x)&nbsp;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; (y)&nbsp;to the extent permitted by the Certificate of Incorporation, the record date for
determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action; and (z)&nbsp;the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; <I>provided, however</I>, that the Board of Directors may fix a new record date for the adjourned
meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.05. <U>Registered Stockholders</U>. The names and addresses of the holders of record of the shares of each class and series of the
Corporation&#146;s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered on the books of the Corporation. Prior to the surrender to the
Corporation of the certificate or certificates (if the shares are certificated) for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to
receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. To the fullest extent permitted by law, the Corporation 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. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE
VI </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NOTICE AND WAIVER OF NOTICE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.01. <U>Notice</U>. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder
at such stockholder&#146;s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in
the manner provided in Section&nbsp;232 of the DGCL. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.02. <U>Waiver of Notice</U>. A written waiver of any notice, signed by a stockholder or director, or
waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose
of any meeting need be specified in such a waiver. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.01.
<U>Indemnification Respecting Third Party Claims</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. <U>Indemnification of Directors and Officers</U>. The Corporation, to the fullest extent
permitted by the laws of the State of Delaware as in effect from time to time, shall indemnify any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including
but not limited to any appeal thereof), whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the
Corporation, or, if at a time when he was a director or officer of the Corporation, is or was serving at the request of, or to represent the interests of, the Corporation as a director, officer, partner, member, trustee, fiduciary, employee, agent
or other similar capacity (a &#147;<U>Subsidiary</U> <U>Officer</U>&#148;) of another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan, charitable or <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">not-for-profit</FONT></FONT> public service organization, trade association or other enterprise (an &#147;<U>Affiliated Entity</U>&#148;), against expenses (including but not limited to attorneys&#146; fees and
disbursements), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in the foregoing
provisions of this paragraph, a person shall not be entitled, as a matter of right, to indemnification pursuant to this paragraph against expenses incurred in connection with any action, suit or proceeding commenced by such person against the
Corporation or any Affiliated </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Entity or any person who is or was a director, officer, partner, member, fiduciary, employee or agent of the Corporation or a Subsidiary Officer of any Affiliated Entity in their capacity as
such, but such indemnification may be provided by the Corporation in a specific case as permitted by Section&nbsp;7.06 of this Article. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B.
<U>Indemnification of Employees and Agents</U>. The Corporation may indemnify any present or former employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall indemnify any director or officer under paragraph
(A)&nbsp;above in this Section&nbsp;7.01. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.02. <U>Indemnification Respecting Derivative Claims</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. <U>Indemnification of Directors and Officers</U>. The Corporation, to the fullest extent permitted by the laws of the State of Delaware as in effect from
time to time, shall indemnify any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action or suit (including but not limited to any appeal thereof) brought by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or, if at a time when he was a director or officer to the Corporation, is or was serving at the request of, or
to represent the interests of, the Corporation as a Subsidiary Officer of an Affiliated Entity against expenses (including but not limited to attorneys&#146; fees and disbursements) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought or in which such judgment was rendered shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery of the State of Delaware or such other court shall deem proper. Notwithstanding anything to the contrary in the foregoing provisions of this paragraph, a person shall not be entitled, as a matter of right, to
indemnification pursuant to this paragraph against expenses incurred in connection with any action or suit in the right of the Corporation commenced by such person, but such indemnification may be provided by the Corporation in any specific case as
permitted by Section&nbsp;7.06 of this Article. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B. <U>Indemnification of Employees and Agents</U>. The Corporation may indemnify any present or former
employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall indemnify any director or officer under paragraph (A)&nbsp;above in this Section&nbsp;7.02. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.03. <U>Determination of Entitlement to Indemnification</U>. Any indemnification to be provided under Section&nbsp;7.01 or 7.02 of this Article
(unless ordered by a court of competent jurisdiction) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper under the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
circumstances because such person has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made in accordance with any applicable procedures authorized
by the Board of Directors and in accordance with the DGCL. In the event a request for indemnification is made by any person referred to in paragraph (A)&nbsp;of Section&nbsp;7.01 or 7.02 of this Article, the Corporation shall use its best efforts to
cause such determination to be made not later than 60 days after such request is made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.04. <U>Right to Indemnification in Certain
Circumstances</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. <U>Indemnification Upon Successful Defense</U>. Notwithstanding the other provisions of this Article, to the extent that a present
or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in any of paragraphs (A)&nbsp;or (B) of Section&nbsp;7.01 or 7.02 of this Article, or in defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including but not limited to attorneys&#146; fees and disbursements) actually and reasonably incurred by such person in connection therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B. <U>Indemnification for Service As a Witness</U>. To the extent any person who is or was a director or officer of the Corporation has served or prepared to
serve as a witness in any action, suit or proceeding (whether civil, criminal, administrative, or investigative), including but not limited to any investigation by any legislative body or any regulatory or self-regulatory body by which the
Corporation&#146;s business is regulated, by reason of his services as a director or officer of the Corporation or his service as an officer of an Affiliated Entity at a time when he was a director or officer of the Corporation (assuming such person
is or was serving at the request of, or to represent the interests of, the Corporation as an officer of such Affiliated Entity) but excluding service as a witness in an action or suit commenced by such person (unless such expenses were incurred with
the approval of the Board of Directors, a committee thereof or the Chairman of the Board or the President of the Corporation), the Corporation shall indemnify such person against
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses (including but not limited to attorneys&#146; fees and disbursements) actually and reasonably incurred by such person in connection therewith and
shall use its best efforts to provide such indemnity within 45 days after receipt by the Corporation from such person of a statement requesting such indemnification, averring such service and reasonably evidencing such expenses; it being understood,
however, that the Corporation shall have no obligation under this Article to compensate such person for such person&#146;s time or efforts so expended. The Corporation may indemnify any employee or agent of the Corporation to the same or a lesser
extent as it may indemnify any director or officer of the Corporation pursuant to the foregoing sentence of this paragraph. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.05. <U>Advances of
Expenses</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. <U>Advances to Directors and Officers</U>. To the fullest extent not prohibited by applicable law, expenses incurred by any person
referred to in paragraph (A)&nbsp;of Section&nbsp;7.01 or 7.02 of this Article in defending a civil, criminal, administrative, or investigative </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking in writing by or on behalf of
such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified in respect of such expenses by the Corporation as authorized by this Article. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B. <U>Advances to Employees and Agents</U>. To the fullest extent not prohibited by applicable law, expenses incurred by any person referred to in paragraph
(b)&nbsp;of Section&nbsp;7.01 or 7.02 of this Article in defending a civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors, a committee thereof or an officer of the Corporation authorized to so act by the Board of Directors upon receipt of an undertaking in writing by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the Corporation in respect of such expenses as authorized by this Article. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.06. <U>Claims and Procedures</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A. If (1)&nbsp;a
claim under this Article with respect to any right to indemnification is not paid in full by the Corporation (following the final disposition of the action, suit or proceeding) within 60 days after a written demand has been received by the
Corporation or (y)&nbsp;a claim under Section&nbsp;7.05 of this Article with respect to any right to the advancement of expenses is not paid in full by the Corporation within 20 days after a written demand has been received by the Corporation, then
the person seeking to enforce a right to indemnification or to an advancement of expenses, as the case may be, may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">B. If successful in whole or in part in any suit brought pursuant to Section&nbsp;7.06(A) of this Article, or in an action, suit or proceeding brought by the
Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the
Corporation sought to recover an advancement of expenses, as the case may be, shall be entitled to be paid by the Corporation the reasonable expenses (including but not limited to attorneys&#146; fees and disbursements) of prosecuting or defending
such suit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">C. (1) In any action, suit or proceeding brought by a person seeking to enforce a right to indemnification hereunder (but not a suit brought
by a person seeking to enforce a right to an advancement of expenses hereunder), it shall be a defense that the person seeking to enforce a right to indemnification has not met any applicable standard for indemnification under applicable law.
(2)&nbsp;With respect to any action, suit or proceeding brought by a person seeking to enforce a right to indemnification or right to advancement of expenses hereunder or any action, suit or proceeding brought by the Corporation to recover an
advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (a)&nbsp;the failure of the Corporation to have made a </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under
applicable law, nor (b)&nbsp;an actual determination by the Corporation that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case
brought by such person seeking to enforce a right to indemnification, be a defense to such suit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">D. In any action, suit or proceeding brought by a person
seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the burden shall be on the
Corporation to prove that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Corporation seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an
advancement of expenses, under this Article or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.07. <U>Indemnification Not Exclusive</U>. The provision of indemnification to or the
advancement of expenses to any person under this Article, or the entitlement of any person to indemnification or advancement of expenses under this Article, shall not limit or restrict in any way the power of the Corporation to indemnify or advance
expenses to such person in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any person seeking indemnification or advancement of expenses may be entitled under any law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person&#146;s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.08. <U>Corporate Obligations; Reliance</U>. The provisions of this Article shall be deemed to create a binding contractual obligation on the part of
the Corporation to the persons who from time to time are elected officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or Subsidiary Officers of any Affiliated Entity
shall be entitled to rely on such provisions of this Article, without giving notice thereof to the Corporation. Any amendment, repeal, or modification of, or adoption of any provision inconsistent with, this Article (or any provision hereof) shall
not adversely affect any right to indemnification or advancement of expenses granted to any person pursuant hereto with respect to any act or omission of such person occurring prior to the time of such amendment, repeal, modification, or adoption
(regardless of whether the action, suit or proceeding relating to such acts or omissions is commenced before or after the time of such amendment, repeal, modification, or adoption). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.09. <U>Accrual of Claims; Successors</U>. The indemnification provided or permitted under the foregoing provisions of this Article shall or may, as
the case may be, apply in respect of any expense, judgment, fine, penalty or amount paid in settlement, whether or not the claim or cause of action in respect thereof accrued or arose before or after the effective date of such provisions of this
Article. The right of any person who is or was a director, officer, employee or agent of the Corporation to </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
indemnification or advancement of expenses as provided under the foregoing provisions of this Article shall continue after he shall have ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, distributees, executors, administrators and other legal representatives of such person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.10.
<U>Insurance</U>. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of, or to represent the interests of, the
Corporation as a Subsidiary Officer of any Affiliated Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person&#146;s status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the provisions of this Article or applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.11. <U>Definitions
of Certain Terms</U>. For purposes of this Article, (i)&nbsp;references to &#147;the Corporation&#148; shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed into
the Corporation in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request, or to represent the interests of, such constituent corporation as a director, officer, employee or agent of any Affiliated Entity shall stand in the same
position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued; (ii)&nbsp;references to
&#147;fines&#148; shall include any excise taxes assessed on a person with respect to an employee benefit plan; (iii)&nbsp;references to &#147;serving at the request of the Corporation&#148; shall include any service as a director, officer, partner,
member, trustee, fiduciary, employee or agent of the Corporation or any Affiliated Entity which service imposes duties on, or involves services by, such director, officer, partner, member, trustee, fiduciary, employee or agent with respect to an
employee benefit plan, its participants, or beneficiaries, and (iv)&nbsp;a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner &#147;not opposed to the best interest of the Corporation&#148; as referred to in this Article. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MISCELLANEOUS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.01.
<U>Electronic Transmission</U>. For purposes of these Bylaws, &#147;<U>electronic transmission</U>&#148; means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.02. <U>Corporate Seal</U>. The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant
Treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.03. <U>Fiscal Year</U>. The fiscal year of the Corporation shall end on September&nbsp;30 of each year, or such other twelve
consecutive months as the Board of Directors may designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.04. <U>Books and Records</U>. The books and records of the Corporation may be kept
(subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.05. <U>Inconsistent Provisions; Severability</U>. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of
the Certificate of Incorporation, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect, and if any provision of these Bylaws shall be held to be invalid,
illegal or unenforceable as applied to any circumstance for any reason whatsoever, then, to the fullest extent permitted by applicable law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining
provisions of these Bylaws (including, without limitation, each portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.06. <U>Interpretation</U>. Titles and headings to sections are inserted for convenience
of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The words &#147;hereof&#148;, &#147;herein&#148;, &#147;hereunder&#148; and comparable terms refer to the entirety of these Bylaws and not to any
particular article, section or other subdivision hereof, and the words &#147;including&#148; and comparable terms shall be deemed to followed by the words &#147;without limitation&#148;. References to any gender include references to other genders,
and references to the singular include references to the plural and vice versa. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless otherwise specified, references to &#147;Article&#148;,
&#147;Section&#148; or another subdivision are to an article, section or subdivision of these Bylaws. A &#147;person&#148; means any individual, corporation, partnership, limited liability company, trust or other entity. &#147;Beneficial
ownership&#148; shall be determined in accordance with Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> of the Exchange Act. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE
IX </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 9.01.
<U>Amendments</U>. Subject to Section&nbsp;5.1 of the Certificate of Incorporation, these Bylaws may be adopted, amended or repealed at any meeting of the Board of Directors or of the stockholders; <I>provided, however</I>, that any such adoption,
amendment or repeal by the Board of Directors must be made by the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
affirmative vote of a majority of the directors constituting the entire Board of Directors. Notwithstanding anything to the contrary contained in these Bylaws, the affirmative vote of the holders
of at least 80% in voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to amend or repeal
Sections 2.02 or 2.03 or this Section&nbsp;9.01 of these Bylaws or to adopt any provision inconsistent therewith. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>3
<FILENAME>g489202g15i09.jpg
<DESCRIPTION>GRAPHIC
<TEXT>
begin 644 g489202g15i09.jpg
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M 0$! 0$! 0        $" P0%!@<("0H+$  " 0,# @0#!04$!    7T! @,
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M^0<]?K0!T?B>VG)T%5A=C&RA]JYV_=ZT +XM2X@US3[Y+>62*-"I,0Y!_H:
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00 4 % !0 4 % !0 4 ?_V0$!

end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
