aTexascorporation

(Company)

BYLAWS

Article1.
Formation

1.1.

Formation. The Company was formedasa corporationunderand pursuanttotheTexas BusinessOrganizations Code(the BOC)andother
relevantlawsoftheStateofTexas.

1.2.

Name. The name of the Company is set forth above. The Company shall conduct business under thatnameorsuchothernames complying
withapplicablelawastheBoardofDirectorsmaydeterminefromtimetotime.

1.3.

PrincipalOffice.TheCompanysprincipalofficeshallbeasestablishedbytheBoardofDirectorsmaydeterminefromtimetotime.

1.4.

Registered Office and Registered Agent. The name of the Companys initial registered agent and the initial registered office of the
Company is assetforthintheCompanyscertificate of formation.The BoardofDirectors maychangetheregisteredofficeand theregistered
agent of the Company from time to time. TheBoard of Directorsmaycause theCompanytoqualifyto do businessasa corporation(orother
entity in which the shareholders have limited liability) in any other jurisdiction and to designate any registered office orregisteredagentin
anysuchjurisdiction.

2.1.

Article2.
ShareholderMeetings

Location of Meeting. Meetings of the shareholders of the Company may be held at the principal office of the Company or a place in or
outside the state as agreed to by all Persons entitled to notice of the meeting. For clarity, a shareholder may participateinmeetings using a
methodidentifiedinSection2.2subjecttothatSection.

2.2.

AlternativeFormsofMeeting.

(a) The shareholders may hold meetings by using a conference telephone or similar communications equipment, or another suitable
electronic communications system,includingvideoconferencing technologyorthe Internet,oranycombination,if thetelephoneorother
equipment or system permits each individual participating in the meeting to communicate withallotherindividualsparticipatinginthe
meeting.

(b) If voting is to take place at the meeting, the Company must implement reasonable measures to verify that every Person voting at the
meetingbymeansofremotecommunicationsissufficientlyidentified.

2.3.

Annual Meeting. The annual meeting of shareholders shall be held on such date, time and place, as maybe designatedbyresolutionofthe
BoardofDirectorseachyear.Atthemeeting,directorsshallbeelectedandanyotherproperbusinessmaybetransacted.

2.4.

SpecialMeeting.

(a) A special meeting of theshareholdersmay becalled atany timebythe BoardofDirectors, thepresident,orbyone or moreshareholders
holdingsharesintheaggregateentitledtocastnotlessthantenpercent(10%)ofthevotesatthatmeeting.

(b) If a special meeting is called by any Person other than the Board of Directors, the chairmanoftheboard,thechiefexecutiveofficeror
the president, the request shall be in Writing, specifying the time of such meetingand thegeneral nature of thebusinessproposedtobe
transacted, and shall be given in a manner described in Section 9.1 to the Company.TheCompany mustthen givenotice of thespecial
meeting to the shareholders in accordance with Section 2.5 within 10 days of theCompanys receiptoftherequest, andiftheCompany
does not give such notice, the requestingPerson maygivesuchnotice.Nobusiness maybe transactedatsuchspecialmeetingotherwise
thanspecifiedinsuchnotice.

2.5.

Notice of Meeting. Notice of a meeting of the shareholders must be given to the shareholderin amannerdescribedinSection9.1and state
thedate,time,andlocationofthemeeting.

2.6.

TimeofNotice.Noticeshallbegivennotlaterthanthetenth(10th)dayorearlierthanthesixtieth(60th)daybeforethedateofthemeeting.

2.7.

Quorum. Shareholders of the Company owning a majority of the shares of stockintheCompany entitled tovote atthemeeting constitutea
quorum for thepurposeoftransacting businessatameetingofthe shareholders.If,however, such quorumisnotpresentorrepresentedatany

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meeting of the shareholders,then either(a)thechairman of themeetingor(b)holdersofa majorityofthesharesofstockentitledto votewho
arepresent,inpersonorbyproxy,shallhavepowertoadjournthemeetingtoanotherplace(ifany),dateortime.

2.8.

Adjourned Meeting Notice. When a meeting is adjourned to another date, time, or location, notice need not be given of the adjourned
meeting if the date, time, and location are announced at the meeting at which the adjournment is taken. At the adjourned meeting the
Company may transact any business that might have been transacted at the original meeting. If the adjournmentisformorethan thirty (30)
days,orifaftertheadjournmentanewrecorddateisfixedfortheadjournedmeeting,noticeofthedate,time,andlocationshallbegiven.

2.9.

OrganizationConductofBusiness.

(a) The president or, in his or her absence, such person asmaybechosen by theholders of amajority of thesharesentitledto votewhoare
present, in person or by proxy, shall call to order any meeting of theshareholdersandactaschairmanofthe meeting.Intheabsenceof
thesecretaryofthecorporation,thesecretaryofthemeetingshallbesuchPersonasthechairmanofthemeetingappoints.

(b) The chairman of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including the
manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the
shareholderswillvoteatthemeetingshallbeannouncedatthemeeting.

2.10.

2.11.

2.12.

2.13.

Voting. Except as may be otherwise provided in the certificate of formation, each shareholder shallbe entitled toonevoteforeachshareof
capital stock held by such shareholder. All elections shall be determined byapluralityofthe votescast, andexceptasotherwiserequiredby
law,allothermattersshallbedeterminedbyamajorityofthevotescastaffirmativelyornegatively.
Waiver of Notice. Notice of a meeting is not required to be given to ashareholderiftheshareholdersigns aWritten waiverofnotice of the
meeting, regardless of whether the waiver is signed before or after the time of the meeting. If a shareholder participatesin themeeting,the
shareholders participation constitutes a waiver of notice of the meeting unless theshareholderparticipatesin themeetingsolely toobjectto
thetransactionofbusinessatthemeetingonthegroundthatthemeetingwasnotlawfullycalledorconvened.
Shareholder Action byWrittenConsentWithoutaMeeting.Anactionmaybetakenwithoutholding ameeting, withoutprovidingnotice,
or without taking a vote if a Written consent or consentsstatingthe actiontobe taken is obtainedfromthenumber of shareholdersnecessary
to have at least the minimum number of votes that would be necessary to take the action at a meetingat whicheachshareholderentitledto
vote on the action is present and votes. Any of the following shall satisfy the requirement for a Written consent: an originally signed
document aphotographic,photostatic,facsimileorsimilarly reliable reproductionofanoriginallysigneddocumentoranelectronic message
if the transmission contains or is accompanied by information allowing a determination (a) that the message was transmitted by the
consenting shareholder and (b) of the date of the transmission. Unless otherwise dated, a consent givenbyelectronic messageisconsidered
given on the date transmitted. With regard to any action approved in accordance with these bylaws by Written consent of less than all
shareholders,nopriornoticeisrequiredtobegiventononapprovingshareholders.
RecordDateforShareholderNoticeVotingGivingNotice.
(a) In order that the Company may determine the shareholders entitled to notice of or to voteatanymeetingofshareholders, theBoard of
Directors may fix, in advance, a record date, which shall not be more thansixty (60) nor less thanten(10)daysbefore thedateofsuch
meeting.

(b) If the Board of Directors does not so fix a record date, the record date for determining shareholders entitledtonotice of or tovote ata
meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is
waived,atthecloseofbusinessonthedaynextprecedingthedayonwhichthemeetingisheld.

(c) A determination of shareholders of record entitled to notice oforto voteatameetingofshareholders shallapplytoany adjournmentof
the meeting, if suchadjournmentisforthirty(30)daysorless provided,however, that theBoard of Directorsmayfixa new recorddate
fortheadjournedmeeting.

2.14.

Proxies. Each shareholder entitled to vote at a meeting of shareholders may authorize another Person to act for such shareholder by an
instrument in Writing andfiledwith thesecretary of thecorporation, butnosuchproxyshall bevoted or acteduponafterthree(3)yearsfrom
its date, unless the proxy provides for a longer period. A proxy shallbe deemedsignedif theshareholdersnameisplacedontheproxyasa
signaturebytheshareholderortheshareholdersattorneyinfact.

Article3.
Directors

3.1.

Powers. Subject to the otherprovisionsofthe certificate of formation,these bylaws andthe requirementsoftheBOC, theexclusive authority
to manage, control and operate the Company shall be vested in the Board of Directors of the Company. The foregoingshall notrestrictthe

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authority of the officers of the Company as described in Article 4 below. By the unanimous vote of all ofthe directors, theauthority of the
BoardofDirectorstoactmaybedelegatedtoacommitteeoflessthanallofthedirectors.

3.2.

NumberofDirectors.
(a) The Board of Directors of the Company may consist of one or more Persons. Except as providedbysubsection(b)ofthisSection3.2,
thenumberofdirectorsoftheCompanyconsistsofthenumberofinitialdirectorslistedintheCompanyscertificateofformation.

(b) ThenumberofdirectorsoftheCompanymaybeincreasedordecreasedbyresolutionoftheBoardofDirectorsoroftheshareholders..

3.3.

Election,QualificationandTermofOffice.
(a) Except as provided in Section3.4 of these bylaws, directors shall be elected at each annual meetingofshareholderstohold office until
the next annual meeting. Directors need not be shareholders unless so required by thecertificateofformationorthesebylaws,wherein
otherqualificationsfordirectorsmay beprescribed.Eachdirector,including adirectorelectedto fill avacancy,shallholdofficeuntilhis
orhersuccessoriselectedandqualifiedoruntilhisorherearlierresignationorremoval.

(b) Unlessotherwisespecifiedinthecertificateofformation,electionsofdirectorsneednotbebywrittenballot.

3.4.

ResignationandRemoval.
(a) A director may resign at any time by giving Written notice to the Company. Such resignation shall take effect at the time specified
therein,andunlessotherwisespecifiedtherein,theacceptanceofsuchresignationshallnotbenecessarytomakeiteffective.

(b) A director may be removed, with or without cause, by, the affirmative vote of the holders of the shares of the class or series of stock
entitledtoelectsuchdirector.

3.5.

3.6.

3.7.

Vacancies. Avacancyin thepositionofadirector maybe filledbymay befilledbya majorityofthedirectorsthen inoffice,thoughlessthan

a quorum, or by a soleremainingdirector,and thedirectorssochosenshallholdofficeuntilthenext annual electionprovided, however,that
where suchvacancy occursamong thedirectorselectedbytheholdersofa classorseriesofstock, theholders of shares of such classorseries
may override the Board of Directors action to fill such vacancy by voting for their own designee to fill such vacancy at a meeting of the
corporationsshareholders.
Location of Meeting. Meetingsofthe BoardofDirectors of theCompanymay beheld attheprincipal office of theCompanyoraplace inor
outside the state as agreed to by all Persons entitled to notice of the meeting. For clarity, a director may participate in meetings using a
methodidentifiedinSection3.7subjecttothatSection.
AlternativeFormsofMeeting.
(a) The Board of Directors may hold meetings by using a conference telephone or similar communications equipment,oranothersuitable
electronic communications system,includingvideoconferencing technologyorthe Internet,oranycombination,if thetelephoneorother
equipment or system permits each individual participating in the meeting to communicate withallotherindividualsparticipatinginthe
meeting.

(b) If voting is to take place at the meeting, the Company must implement reasonable measures to verify that every director voting at the
meetingbymeansofremotecommunicationsissufficientlyidentified.

3.8.

Regular Meetings. Regular meetings of the Board of Directors may beheld withoutnotice atsuchtime andat such placeasshall fromtime
totimebedeterminedbytheBoard.

3.9.

SpecialMeetings.
(a) Special meetings oftheBoard of Directorsforany purpose or purposesmaybecalledat anytimebythechairman of theboard, thechief
executiveofficer,thepresident,thesecretaryoranytwodirectors.

(b) Notice of a special meeting of the Board ofDirectorsmustbe givenin amannerdescribedbySection9.1must state thedate,time, and
location of the meeting and must be given not later than the third (3rd) day or earlier than the tenth (10th) day before the date ofthe
meeting.Unlessotherwiseindicatedinthenoticethereof,anyandallbusinessmaybetransactedataspecialmeeting.

3.10.

Quorum and Act of BoardofDirectorsor CommitteeofDirectors.Amajority of all thedirectorsormembersofa committeeofdirectors

constitutes a quorum for the purpose of transacting business at a meeting of thedirectorsorcommitteeofthe directors. Theaffirmative vote

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ofthemajorityofthedirectorsormembersofacommitteeofthe directors presentatameetingat whichaquorum is presentconstitutes anact
ofthedirectorsorcommitteeofthedirectors,asappropriate.

3.11.

3.12.

Waiver of Notice. Notice of a meeting is notrequiredtobe givento adirectorif thedirector signsa Writtenwaiverofnoticeofthemeeting,
regardless of whether the waiver is signed before or after the time of the meeting. If a director participates in the meeting, the directors
participation constitutes a waiver of notice of the meeting unless the director participatesinthemeeting solelyto objecttothetransaction of
businessatthemeetingonthegroundthatthemeetingwasnotlawfullycalledorconvened.
Director Action by Written Consent Without a Meeting. An actionmaybetakenwithoutholding ameeting, withoutprovidingnotice,or
without takingavoteifaWrittenconsent or consentsstatingthe actiontobe taken is obtainedfromthenumber of directors necessaryto have
at least the minimum number of votes that would be necessary to take the action at a meeting at which eachdirectorentitledto voteonthe
action is present and votes. Any of the following shall satisfy the requirement for a Written consent: an originally signed document a
photographic, photostatic, facsimile or similarly reliable reproduction of an originally signed document or an electronic message if the
transmission contains or is accompanied by information allowing a determination (a) that the message was transmitted by the consenting
shareholder and (b) of the date of the transmission.Unlessotherwise dated, aconsent givenbyelectronic messageisconsideredgivenonthe
date transmitted. With regard to any action approved in accordance with these bylaws by Written consent oflessthan all directors, no prior
noticeisrequiredtobegiventononapprovingdirectors.

4.1.

Article4. Officers

Officers. The officers of the Company shall be a president and a secretary. The Board of Directors may appoint such other officers of the
CompanyastheBoardmaydeemappropriate.

(a) In additiontotheotherresponsibilities designatedbythe BoardofDirectors, subject tosuchsupervisorypowers (ifany)asmaybegiven

by the Board of Directors to the another officer, the president shall have general supervision,direction,andcontrolofthebusiness and
other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of
presidentofacorporationandsuchotherpowersanddutiesasmaybeprescribedbytheBoardofDirectors.

(b) In addition to the other responsibilities designatedbythe BoardofDirectors, thesecretary shallkeeporcause tobekept,at theprincipal
executive office of the corporation or such other place as the Board of Directors may direct, (i) a book of minutes ofallmeetings and
actions of the shareholders, directors, and committees of directors and (ii) a share register, or a duplicate share register, showing the
names of all shareholders and their addresses, thenumberandclasses of shares heldbyeach,thenumber anddateofcertificates (ifany)
evidencingsuchshares,andthenumberanddateofcancellationofeverycertificate(ifany)surrenderedforcancellation.

4.2.

4.3.

AppointmentofOfficers.TheofficersoftheCompanyshallbeappointedbytheBaordofDireectors.
ResignationandRemoval.
(a) An officer may resign at any time by giving Written notice to the Company. Such resignation shall take effect at the time specified
therein,andunlessotherwisespecifiedtherein,theacceptanceofsuchresignationshallnotbenecessarytomakeiteffective.

(b) Subject to an employment agreement between the Company and the officer, an officer may be removed, with or withoutcause,bythe
BoardofDirectors.

4.4.

4.5.

5.1.

Vacancies.AvacancyinanyofficeoftheCompanymaybefilledbymaybefilledbytheBoardofDirectors.
Authority and Duties of Officers. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the corporation as maybe designatedfromtime totimebythe
BoardofDirectorsortheshareholders.

Article5. Exculpation,IndemnificationandAdvancement
Exculpation.
(a) For purposes of these bylaws, Covered Person means (i) any shareholder, (ii) any director, and(iii)anyofficeroftheCompany. The
term Covered Person shall also mean any Person with the power, whether through ownership of voting securities, by contract or
otherwise,todirectorcausethedirectionoftheactionsofsshareholderoradirector(aControlPerson).

(b) No Covered Person shall be liable to the Company or the shareholders for any loss, damage or claim incurred by reason ofanyactor
omission (whether or not constituting negligence) performed or omitted by the Covered Person, provided thatsuchactoromission did
notconstitutegrossnegligence,badfaith,orwillfulmisconduct.

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(c) The provisions of this Section 5.1 are intended to limit liability with regard to duties, if any, owed or asserted to beowedbyCovered
Persons,andsuchprovisionsshallinnowaybedeemedtocreateorimposedutiesonCoveredPersons.

5.2.

ScopeofDutiesofCoveredPersons.
(a) The shareholders, in their capacity as shareholders, are not agents of the Company and have no agency authority on behalf of the
Company. The shareholders, in their capacity as shareholders, owe no fiduciary duty to the Company, the directors, or the other
shreholders.

(b) The fiduciary duties of the directors that are owed by reason of their capacity as directors are owed to the Company, andthe directors
shall owe no fiduciary duty to any individual shareholder or directors. The fiduciary duty to theCompany of adirectrosorofficer,and
the fiduciary duty to the Company, if any, of a Control Person of a director or officer, shall be limited to refraining from acts or
omissionsconstitutinggrossnegligence,badfaithorwillfulmisconduct.

5.3.

5.4.

5.5.

5.6.

Indemnification. A Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by that
Covered Person byreason of anyactoromission(whetherornotconstitutingnegligence)performedoromitted by that CoveredPersoninthe
capacity of a Covered Person, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by that Covered Person by reason of that CoveredPersons badfaith,grossnegligence,orwillfulmisconduct. Anyindemnityunder
this Section 5.3 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on
accountthereof.
Expenses. Expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Company beforethe final dispositionoftheclaim, demand, action,suitorproceeding upon receiptby
the Company of a Written undertaking by or on behalf of theCoveredPerson torepay that amount ifit shallbe determined that theCovered
Person isnotentitledtobeindemnified underSection5.3.The Companymayenterinto indemnitycontracts withanyCoveredPerson andthe
directors may adopt Written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of
obligationsunderthisSection5.4andcontainingotherproceduresregardingindemnificationasareappropriate.
Insurance. The Company may purchase and maintain insurance, to the extent and in amounts the directors deem reasonable, on behalf of
CoveredPersonsandotherPersonsastheManagersshalldetermine,againstanyliability that maybe assertedagainstorexpenses that maybe
incurred by that Person in connection with the activities of the Company, regardless of whether the Company would have the power to
indemnify that Person against the liability under this Agreement. The Company shall have no obligation to fund indemnification of any
Person to the extent the liability is covered by insurance. The Companys obligation to fundindemnificationofanyPersonshall commence
onlyafterallavailableinsurancehasbeenexhausted.
Duration of Protection. All provisions of thisArticle5shall applyto anyformer shareholder, director,orofficer,orControl Personthereof,
for all actions or omissionstakenwhile such shareholder, director,orofficerwas ashareholder,director,orofficer,asapplicable, tothe same
extentasifthatpersonwerestillashareholder,director,orofficer,asapplicable.

Article6.

6.1.

RecordsandReports

BooksandRecords.
(a) The books and records of the Company shall be maintained at the Companys principal office, and each director shall be allowed
reasonableaccesstosuchrecordsforapurposereasonablyrelatedtothedirectorsservicetotheCompanyinamanagementcapacity.

(b) The Company shall provide shareholder accessto theCompanys booksand recordstotheextentand as providedbythis subsection(b).
A shareholder who desires to examine or copy any of the Companys books and records (the Requester)shall giveWrittennoticeto
the Company specifying thebooksandrecordsthattheRequesterdesiresto examineorcopy andstatingaproper purpose for examining
or copying the requested books and records. Subject to this subsection (b) and subsection (c) of this Section 6.1, withinfivedaysafter
the Requester submits such a Written notice, the Company will make available atits principalofficetherequestedbooks andrecordsif
the requested books and records are required tobemaintained by theCompanyundertheBOC or consistofother informationregarding
the business, affairs and financial condition of the Company that is reasonable for the Requester to examine and copy. The requested
books and records will be made available during regular business hours,and theexamination andcopying shallbe attheexpense of the
Requester. The Company may deny a Requester access to the Companys books and records and information if the Requester: (i) has
improperlyusedinformationobtainedthrough apriorexamination of thebooksandrecords of theCompanyorofanyotherentity or (ii)
wasnotactingingoodfaithorforaproperpurposeinmakingtheRequestersrequestforinformation.

(c) TheCompanymaykeep confidentialfroma Requester, for such periodoftime as thedirectorsdeemreasonable, anyinformation that the
directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the directors ingoodfaith

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believe is notinthebestinterest of theCompanyorcould damagethe Companyorits businessorwhich theCompanyisrequiredbylaw
orbyagreementwithathirdpartytokeepconfidential.

6.2.

Financial Information. As soon as is reasonably practicable after the end of each Company fiscal year, the directors shall cause to be
prepared and furnished to each shareholder, at Company expense,abalancesheet of theCompany(datedasofthe endofthe fiscal yearthen
ended),andarelatedstatementofincome,lossandchangeinfinancialpositionfortheCompany(forthesameyear).

Article7.

7.1.

7.2.

GeneralMatters

Execution OfCorporateContracts AndInstruments.TheBoardofDirectors,exceptasotherwiseprovided inthese bylaws, mayauthorize

any officer or officers, or agent or agents, to enter into anycontract or executeany instrumentinthenameofandonbehalfoftheCompany
such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or
engagementortopledgeitscreditortorenderitliableforanypurposeorforanyamount.
StockCertificatesandNoticesUncertificatedStockPartlyPaidShares.
(a) The shares of the Company may be certificated or uncertificated, as provided under Texas law,andshallbeentered inthe booksofthe
Company and recorded as they are issued. Any or all of the signatures on any certificate may be afacsimileorelectronicsignature.In
case any officer, transfer agent or registrar who has signed or whosefacsimileorelectronic signature has beenplaced upon acertificate
has ceased to be such officer, transferagentorregistrarbeforesuchcertificateisissued,it maybe issued by theCompanywiththesame
effectasifheorsheweresuchofficer,transferagentorregistraratthedateofissue.

(b) Within a reasonable time after the issuance or transfer of uncertificated stock anduponthe requestofa shareholder, theCompanyshall
send to the record owner thereof a written notice thatshallsetforth thenameoftheCompany, that theCompanyisorganizedunder the
laws of Texas, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares, and any
restrictions on the transfer or registration of such shares of stock imposedbytheCompanyscertificateofformation, thesebylaws,any
agreementamongshareholdersoranyagreementbetweenshareholdersandtheCompany.

(c) The Company may issue the whole oranypartofitssharesaspartlypaidandsubjectto callforthe remainderoftheconsideration tobe
paid therefor. Upon the face or back of each stock certificate (if any) issued torepresentanysuchpartlypaidshares,oruponthe books
and records of the Company in thecase of uncertificated partly paidshares,thetotalamountoftheconsideration tobepaidthereforand
the amount paid thereonshallbestated.Uponthe declarationofanydividendonfullypaid shares, theCompanyshall declarea dividend
uponpartlypaidsharesofthesameclass,butonlyuponthebasisofthepercentageoftheconsiderationactuallypaidthereon.

7.3.

7.4.

7.5.

Special Designation On Certificates and Notices of Issuance. If the Company is authorized to issue morethanoneclass of stockormore
than one series of any class, then the powers, the designations, thepreferences, andthe relative, participating,optional or otherspecial rights
of each class of stock or series thereof and the qualifications, limitations or restrictionsofsuchpreferencesand/orrightsshallbeset forthin
full or summarized on the face or back of the certificate thattheCompanyn shallissueto represent such classorseriesofstock or thenotice
of issuance to the record owner of uncertificated stockprovided, however,that,exceptasotherwiseprovided inSection21.210ofthe BOC,
in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issuetorepresent
such class or series of stock or the notice of issuance to the recordownerofuncertificatedstock, or thepurchaseagreementforsuchstocka
statement that the Company will furnish without charge to each shareholder who so requests the powers, the designations, the preferences,
and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or
restrictionsofsuchpreferencesand/orrights.
Lost Certificates. Except as provided in this Section7.4, no new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the Company andcancelledatthe sametime. TheCompanymay issue anewcertificateofstock
or notice of uncertificated stock in the place of any certificate previously issued by it, allegedto havebeenlost,stolenordestroyed, andthe
Company may require the owner of the lost, stolen or destroyed certificate, or theowners legalrepresentative,to givetheCompany abond
sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such
certificateortheissuanceofsuchnewcertificateoruncertificatedshares.
Dividends.
(a) The Board of Directors, subject to any restrictions contained inthe certificate of formation, may declare and pay dividends upon the
sharesofitscapitalstock.Dividendsmaybepaidincash,inproperty,orinsharesoftheCompanyscapitalstock.

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(b) The Board of Directors mayset apart outofanyofthefunds of theCompanyavailablefordividendsareserveorreservesforany proper
purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or
maintaininganypropertyoftheCompany,andmeetingcontingencies.

7.6.

7.7.

7.8.

7.9.

8.1.

Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed bytheBoardof
Directors.
Transfer of Stock. Upon receipt by theCompany or thetransferagentofthe Companyofproper transferinstructionsfrom therecordholder
of uncertificated shares or upon surrender to the Company or the transfer agent of the Company of a certificateforsharesdulyendorsed or
accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Company to issue a new
certificate or, in the case of uncertificated securitiesanduponrequest,anotice of issuanceofshares,to thepersonentitledthereto, cancelthe
oldcertificate(ifany)andrecordthetransactioninitsbooks.
Stock Transfer Agreements. The Company shall have power to enter into and perform anyagreementwith anynumber of shareholdersof
any one or more classes of stock of the Companyto restrictthe transferofsharesofstock of theCompanyofanyone or moreclasses owned
bysuchshareholdersinanymannernotprohibitedbytheBOC.
Shareholder of Record. The Company shall be entitled to recognize the exclusive right of a person recorded on its books as the owner of
shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person recorded on its
books astheownerofshares,and shallnot beboundtorecognizeanyequitableorotherclaim toorinterestin such shareorsharesonthe part
ofanotherperson,whetherornotitshallhaveexpressorothernoticethereof,exceptasotherwiseprovidedbythelawsofTexas.

Article8. Amendments

Amendments. The bylaws of the Company may be adopted, amended or repealed by the shareholders entitled to vote provided,however,
thattheCompanymay,initscertificate of formation,confer thepowerto adopt,amendorrepeal bylaws upon thedirectors.Thefactthatsuch
power has been so conferred uponthedirectorsshall notdivest theshareholdersofthe power, nor limittheirpowerto adopt,amendorrepeal
bylaws.

Article9.

9.1.

9.2.

9.3.

9.4.

MiscellaneousProvisionsDefinitionsandConstruction

Notices. Any notice to be given under these bylaws must be in Writing and mailed, transmitted by facsimile or by electronic message, or
delivered personally (a) if to the Company, to the registered agent of the Company at the registered address of the Company (b) if to any
shareholder, to such shareholder at an address set forth in the document in which such shareholder purchased his/her shares or, if no such
address is available, at an address for such shareholderin theCompanys recordsforthe shareholder, or ineachcase atsuchotheraddressas
any Person entitled to notice hereunder may designate by notice to the Company. Notice that is mailed is consideredto bedelivered on the
date notice is deposited in the United States mail. Notice that is transmitted byfacsimileorelectronicmessageisconsideredtobe delivered
when the facsimile or electronic message is successfully transmitted. Notice that is personally delivered to the Person is considered to be
deliveredwhenreceivedbythePerson.
GoverningLaw.ThesebylawsshallbegovernedbyandconstruedinaccordancewiththelawofTexas.
Severability. If any term (or part of a term) of these bylawsisinvalid, illegal or unenforceable, theapplicable provision(s) of theBOCshall
besubstitutedforsuchterm,andtherestofthesebylawswillremainineffect.
DefinitionsandConstruction.
(a) Asusedinthesebylaws,thefollowingtermshavethefollowingmeanings:

(i)

Person means any individual, corporation, partnership, limited liability company, business trust or other entity, series of an
entity,orgovernmentorgovernmentalagencyorinstrumentality.

(ii)

Writing or Written means an expression of words,letters,characters,numbers,symbols,figures or othertextualinformation

that is inscribed on a tangible medium or thatisstored inanelectronic or othermedium that is retrievableina perceivableform.
Unless the context requires otherwise, the term: (1) includes stored or transmitted electronic data, electronictransmissions,and
reproductions of Writings and (2) does not include sound or video recordings of speech other than transcriptions that are
otherwiseWritings.

(b) Inthesebylaws:

(i)

Termsdefinedinthesingularhavethecorrespondingmeaninginthepluralandviceversa.

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(ii)

All pronouns and any variations thereof contained herein shallbe deemedtorefertothemasculine, feminine,neuter,singularor
plural,astheidentityofthePersonorPersonsmayrequire.

(iii)

Thewordincludeanditsderivativesmeansincludewithoutlimitation.

(iv)

References to Articles, Sections, and subsections are to the specified Articles, Sections, and subsections of thesebylawsunless
thecontextotherwiserequires.

(v)

References to statutes or regulationsare tothosestatutesorregulations as currentlyamendedand tothe correspondingprovisions

astheymaybeamendedorsupersededinthefuture.

[SecretarysCertificatefollows.]

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The undersigned hereby certifies that the undersigned is the duly elected, qualified, and acting Secretary of the corporation, and that the
foregoingbylawswereadoptedasthebylawsoftheCompanybytheBoardofDirectorsoftheCompany.

SECRETARY:

By:
Date:

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