AMENDED AND RESTATED BYLAWS OF ARISTA NETWORKS, INC. Adopted December 18, 2023 Effective on December 18, 2023

i TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES ....................................................................................................... 1 1.1 REGISTERED OFFICE ..................................................................................................... 1 1.2 OTHER OFFICES .............................................................................................................. 1 ARTICLE II - MEETINGS OF STOCKHOLDERS .................................................................................... 1 2.1 PLACE OF MEETINGS .................................................................................................... 1 2.2 ANNUAL MEETING ......................................................................................................... 1 2.3 SPECIAL MEETING ......................................................................................................... 1 2.4 ADVANCE NOTICE PROCEDURES .............................................................................. 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS ............................................................... 16 2.6 QUORUM ......................................................................................................................... 17 2.7 ADJOURNED MEETING; NOTICE ............................................................................... 17 2.8 CONDUCT OF BUSINESS ............................................................................................. 17 2.9 VOTING ........................................................................................................................... 18 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING ........................................................................................................................ 18 2.11 RECORD DATES ............................................................................................................ 18 2.12 PROXIES .......................................................................................................................... 19 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE ..................................................... 19 2.14 INSPECTORS OF ELECTION ........................................................................................ 19 ARTICLE III - DIRECTORS ..................................................................................................................... 20 3.1 POWERS .......................................................................................................................... 20 3.2 NUMBER OF DIRECTORS ............................................................................................ 20 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS .............. 20 3.4 RESIGNATION AND VACANCIES .............................................................................. 20 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE .............................................. 21 3.6 REGULAR MEETINGS .................................................................................................. 21 3.7 SPECIAL MEETINGS; NOTICE .................................................................................... 21 3.8 QUORUM; VOTING ....................................................................................................... 22 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING ..................... 22 3.10 FEES AND COMPENSATION OF DIRECTORS .......................................................... 22 3.11 REMOVAL OF DIRECTORS ......................................................................................... 23 ARTICLE IV - COMMITTEES ................................................................................................................. 23 4.1 COMMITTEES OF DIRECTORS ................................................................................... 23 4.2 COMMITTEE MINUTES ................................................................................................ 23 4.3 MEETINGS AND ACTION OF COMMITTEES............................................................ 23 4.4 SUBCOMMITTEES ......................................................................................................... 24 ARTICLE V - OFFICERS .......................................................................................................................... 24 5.1 OFFICERS ........................................................................................................................ 24 5.2 APPOINTMENT OF OFFICERS..................................................................................... 24 5.3 SUBORDINATE OFFICERS ........................................................................................... 24 5.4 REMOVAL AND RESIGNATION OF OFFICERS........................................................ 25 5.5 REPRESENTATION OF SHARES OR INTERESTS OF OTHER CORPORATIONS OR ENTITIES ................................................................................... 25

ii 5.6 AUTHORITY AND DUTIES OF OFFICERS ................................................................. 25 5.7 THE CHAIRPERSON OF THE BOARD ........................................................................ 25 5.8 THE VICE CHAIRPERSON OF THE BOARD .............................................................. 25 5.9 THE CHIEF EXECUTIVE OFFICER ............................................................................. 26 5.10 THE PRESIDENT ............................................................................................................ 26 5.11 THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS............................. 26 5.12 THE SECRETARY AND ASSISTANT SECRETARIES ............................................... 26 5.13 THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS .................... 26 ARTICLE VI - STOCK .............................................................................................................................. 27 6.1 STOCK CERTIFICATES; PARTLY PAID SHARES .................................................... 27 6.2 SPECIAL DESIGNATION ON CERTIFICATES ........................................................... 27 6.3 LOST, STOLEN OR DESTROYED CERTIFICATES ................................................... 28 6.4 DIVIDENDS ..................................................................................................................... 28 6.5 TRANSFER OF STOCK .................................................................................................. 28 6.6 STOCK TRANSFER AGREEMENTS ............................................................................ 28 6.7 REGISTERED STOCKHOLDERS .................................................................................. 29 ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER ......................................................... 29 7.1 NOTICE OF STOCKHOLDERS’ MEETINGS ............................................................... 29 7.2 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS ........................................ 29 7.3 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL ............ 29 7.4 WAIVER OF NOTICE ..................................................................................................... 29 ARTICLE VIII - INDEMNIFICATION ..................................................................................................... 30 8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS ............................................................................................................... 30 8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.............................................................. 30 8.3 SUCCESSFUL DEFENSE ............................................................................................... 31 8.4 INDEMNIFICATION OF OTHERS; ADVANCE PAYMENT TO OTHERS ............... 31 8.5 ADVANCE PAYMENT OF EXPENSES ........................................................................ 31 8.6 LIMITATION OF INDEMNIFICATION ........................................................................ 31 8.7 DETERMINATION; CLAIM .......................................................................................... 32 8.8 NON-EXCLUSIVITY OF RIGHTS ................................................................................. 32 8.9 INSURANCE.................................................................................................................... 33 8.10 SURVIVAL ...................................................................................................................... 33 8.11 EFFECT OF REPEAL OR MODIFICATION ................................................................. 33 8.12 CERTAIN DEFINITIONS ............................................................................................... 33 ARTICLE IX - GENERAL MATTERS ..................................................................................................... 33 9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...................... 33 9.2 FISCAL YEAR ................................................................................................................. 34 9.3 SEAL ................................................................................................................................ 34 9.4 CONSTRUCTION; DEFINITIONS ................................................................................. 34 9.5 FORUM SELECTION ..................................................................................................... 34 ARTICLE X - AMENDMENTS ................................................................................................................ 35

BYLAWS ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Arista Networks, Inc. shall be fixed in the corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation shall mean the certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of preferred stock. 1.2 OTHER OFFICES The corporation’s board of directors may at any time establish other offices at any place or places. ARTICLE II - MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office. 2.2 ANNUAL MEETING The annual meeting of stockholders shall be held each year on such date, at such time, and at such place (if any) within or without the State of Delaware, as the board of directors shall designate from time to time and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The board of directors, by the affirmative vote of a majority of the Whole Board, may cancel, postpone or reschedule any previously scheduled annual meeting of stockholders at any time, before or after the notice for such meeting has been sent to the stockholders. For purposes of these bylaws, the term “Whole Board” will mean the total number of authorized directors whether or not there exist any vacancies or other unfilled seats in previously authorized directorships. 2.3 SPECIAL MEETING (i) A special meeting of the stockholders, other than those required by statute, may be called at any time only by (A) the affirmative vote of a majority of the Whole Board, (B) the chairperson of the board of directors, (C) the chief executive officer, or (D) the president (in the absence of a chief executive officer). A special meeting of the stockholders may not be called by any other person or persons. The board of directors, by the affirmative vote of a majority of the Whole Board, may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. (ii) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors acting by the affirmative vote of

2 a majority of the Whole Board, the chairperson of the board of directors, the chief executive officer or the president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held. 2.4 ADVANCE NOTICE PROCEDURES (i) Advance Notice of Stockholder Business at Annual Meeting. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (1) pursuant to the corporation’s notice of the annual meeting (or any supplement thereto) with respect to such annual meeting, (2) by or at the direction of the board of directors, or any committee thereof that has been formally delegated authority to propose such business pursuant to a resolution adopted by a majority of the Whole Board, (3) by a stockholder who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i), (B) is a stockholder of record on the record date for determination of stockholders entitled to notice of the annual meeting, (C) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting, (D) is a stockholder of record at the time of the annual meeting, and (E) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i) or (4) as may be provided in the certificate of designations for any class or series of preferred stock. In addition, for business to be properly brought by a stockholder before an annual meeting, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations and any successors thereto (the “1934 Act”)), and subject to clause (4) above, clause (3) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders. (b) To comply with clause (3) of Section 2.4(i)(a) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation (the “Secretary”). To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 45th day nor earlier than the close of business on the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting has been changed by more than 25 days from the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the 10th day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment, rescheduling, or postponement or other delay of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.4(i). “Public Announcement” shall mean disclosure (A) in a press release issued by the corporation reported by the Dow Jones News Service, Associated Press or a comparable national news service, (B) in a document publicly filed by the corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the 1934 Act or (C) by such other means utilized by the corporation as is reasonably designed to inform the public or stockholders of the corporation in general of such information, including, without limitation, posting on the corporation’s investor relations website.

3 (c) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend these bylaws, the text of the proposed amendment) and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including, without limitation, any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation (any of the foregoing, a “Derivative Instrument”) including the full notional amount of any securities that, directly or indirectly, underlie any Derivative Instrument, (5) any rights to dividends on the corporation’s securities beneficially owned by the stockholder or any Stockholder Associated Person that are separated or separable from the underlying security, (6) any material interest of the stockholder or a Stockholder Associated Person in such business, (7) any agreement, arrangement or understanding between such stockholder or any Stockholder Associated Person and any other person or persons (including, in each case, their names) in connection with the proposal of such business, (8) any proportionate interest in the corporation’s securities or any Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (9) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of the corporation’s securities or any Derivative Instruments, including, without limitation, any such interests held by members of the immediate family of such persons sharing the same household, (10) any significant equity interests or any Derivative Instruments in any principal competitor of the corporation that are held by such stockholder or any Stockholder Associated Person, (11) any direct or indirect interest of such stockholder or any Stockholder Associated Person in any contract with the corporation, any affiliate of the corporation or any principal competitor of the corporation (in each case, including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement), (12) a representation and undertaking that the stockholder is a holder of record of stock of the corporation as of the date of submission of the stockholder’s notice and intends to appear in person or by proxy at the annual meeting to bring such business before the annual meeting, (13) any other information relating to such stockholder or any Stockholder Associated Person or others acting in concert with them, or the proposed business that, in each case, would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such proposal pursuant to Section 14 of the 1934 Act, (14) such other information relating to any proposed item of business as the corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action, (15) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote any shares of any security of the corporation, (16) any material pending or threatened legal proceeding in which such stockholder or any Stockholder Associated Person is a party or material participant involving the corporation or any of its officers, directors or affiliates, (17) any material relationship between such stockholder or such Stockholder Associated Person, on the one hand, and the corporation or any of its officers, directors or affiliates, on the other hand, and (18) a representation and undertaking as to whether either such stockholder or any Stockholder Associated Person or others acting in concert with them will deliver, or is part of a group that

4 intends to deliver a proxy statement and form of proxy to or otherwise solicit proxies from holders of at least the percentage of the voting power of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (18), a “Business Solicitation Statement”). In addition, to be in proper written form and timely, a stockholder’s notice (and any additional information submitted to the corporation in connection therewith) to the Secretary must be updated and supplemented (A) if necessary, so that the information provided or required to be provided in such notice is true and correct as of the record date(s) for determining the stockholders entitled to notice of, and to vote at, the annual meeting and as of the date that is 10 business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof, and (B) to provide any additional information that the corporation may reasonably request. Such update and supplement or additional information must be received by the Secretary at the principal executive offices of the corporation, in the case of a request for additional information, promptly following a request therefor, which response must be received by the Secretary not later than such reasonable time as is specified in any such request from the corporation or, in the case of any other update or supplement of any information, not later than five business days after the record date(s) for the annual meeting (in the case of any update and supplement required to be made as of the record date(s)), and not later than eight business days prior to the date of the annual meeting or any adjournment, rescheduling, postponement or other delay thereof (in the case of any update or supplement required to be made as of 10 business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof). The failure to timely provide such update, supplement or additional information shall result in the proposal no longer being eligible for consideration at the annual meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii). (d) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted. (ii) Advance Notice of Director Nominations at Annual Meetings. (a) For an annual meeting of stockholders at which directors are to be elected or re-elected, notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) or Section 2.4(iv) shall be eligible for election or re-election as directors at such annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (1) by or at the direction of the board of directors, or any committee thereof that has been formally delegated authority to nominate such person pursuant to a resolution adopted by a majority of the Whole Board, (2) by a stockholder who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii), (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting, (C) is a stockholder of record on the record date for the

5 determination of stockholders entitled to vote at the annual meeting, (D) is a stockholder of record at the time of the annual meeting, and (E) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(ii), or (3) as may be provided in the certificate of designations for any class or series of preferred stock. In addition to any other applicable requirements, for a nomination to be made by a stockholder pursuant to this Section 2.4(ii), the stockholder must have given timely notice thereof in proper written form to the Secretary at the principal executive offices of the corporation. (b) To comply with clause (2) of Section 2.4(ii)(a) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 45th day nor earlier than the close of business on the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting has been changed by more than 25 days from the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the 10th day following the day on which Public Announcement of the date of such annual meeting is first made. In no event may a stockholder provide notice with respect to a greater number of director candidates than there are director seats subject to election by stockholders at the annual meeting. In the event that the number of directors to be elected to the board of directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased board made by the corporation at least 10 days before the last day a stockholder may deliver a notice of nomination pursuant to the foregoing provisions, a stockholder’s notice required by this Section 2.4(ii) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made. In no event shall any adjournment, rescheduling, or postponement or other delay of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.4(i). (c) To be in proper written form, such stockholder’s notice to the Secretary must set forth: (1) as to each person whom the stockholder proposes to nominate for election or re-election as a director (a “nominee”): (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any Derivative Instruments held or beneficially held by the nominee, including the full notional amount of any securities that, directly or indirectly, underlie any such Derivative Instrument, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to create or mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee with respect to the corporation’s securities, (E) any direct or indirect compensatory, payment, indemnification or other financial agreement, arrangement or understanding that such nominee has, or has had within the past three years, with any person or entity other than the corporation (including, without limitation, the amount of any payment or payments received or receivable thereunder), in each case in connection with candidacy or service as a director of the corporation, (F) a description of any other material relationships between the

6 nominee and such nominee’s respective affiliates and associates, or others acting in concert with them, on the one hand, and such stockholder giving the notice and any Stockholder Associated Person, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder or Stockholder Associated Person were the “registrant” for the purposes of such rule and such nominee were a director or executive officer of such registrant, (G) a written statement executed by the nominee acknowledging that the nominee consents to (x) being named as a nominee of such stockholder, (y) serving as a director of the corporation if elected, and (z) being named as a director nominee of such stockholder in the corporation’s proxy statement and form of proxy, in each case pursuant to Rule 14a-19 of the 1934 Act (“Rule 14a-19”), and (H) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Section 14 of the 1934 Act; and (2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (17) of Section 2.4(i)(c), above, and the update and supplement referenced in the second sentence of Section 2.4(i)(c) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), with such update and supplement being subject to the terms of the second and third sentences of Section 2.4(i)(c), and (B) a statement whether either such stockholder or Stockholder Associated Person or others acting in concert with them will, or is part of a group that intends to, deliver a proxy statement and form of proxy to or otherwise solicit proxies from holders of at least the percentage of the voting power of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (which statement must declare whether such stockholder or any Stockholder Associated Person intends to solicit the requisite percentage of the voting power of the corporation’s stock under Rule 14a-19) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”). (d) To be eligible to be a nominee of any stockholder for election as a director of the corporation, any person nominated by a stockholder for election or re-election as a director must, at the request of the board of directors, furnish to the Secretary (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given, (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the corporation and (3) such other information that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, or the qualifications of such nominee. Such additional information, if applicable, must be received by the Secretary at the principal executive offices of the corporation promptly following a request therefor, not later than such reasonable time as is specified in any such request from the corporation. In the absence of the timely furnishing of any such information of the kind specified in this Section 2.4(i)(d) if requested, such stockholder’s nomination shall not be considered in proper form and shall be ineligible for consideration at the annual meeting pursuant to this Section 2.4(ii). (e) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii) or Section 2.4(iv). No later than five business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof, a stockholder nominating individuals for election as a director pursuant to this Section 2.4(ii) will provide the corporation with reasonable evidence that such stockholder has met the requirements of Rule 14a-19. The failure to timely provide such update, supplement or additional information shall result in such nominee(s) no longer being eligible for consideration at the annual meeting. If the stockholder fails to comply with the

7 requirements of Rule 14a-19 (including because the stockholder fails to provide the corporation with all information or notices required by Rule 14a-19), then the director nominee(s) proposed by such stockholder shall be ineligible for election at the annual meeting, and any votes or proxies in respect of such nomination shall be disregarded, notwithstanding that such proxies may have been received by the corporation and counted for the purposes of determining quorum. In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee or other information provided to the corporation by or on behalf of such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded. (iii) Advance Notice of Director Nominations at Special Meetings. (a) For a special meeting of stockholders at which directors are to be elected or re-elected, notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(iii) shall be eligible for election or re-election as directors at such special meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at a special meeting of stockholders only (1) by or at the direction of the board of directors, or any committee thereof that has been formally delegated authority to nominate such person pursuant to a resolution adopted by a majority of the Whole Board, (2) by a stockholder who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii), (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the special meeting, (C) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the special meeting, (D) is a stockholder of record at the time of the special meeting and (E) has timely complied in proper written form with the notice procedures and time periods set forth in Sections 2.4(ii)(c) above and 2.4(ii)(d) above (with references therein to “annual meeting” deemed to mean “special meeting” for the purposes of this Section 2.4(iii) and, as necessary, any section references therein deemed to be amended to refer to the appropriate portion of this Section 2.4(iii)), or (3) as may be provided in the certificate of designations for any class or series of preferred stock. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the later of (i) the 90th day prior to such special meeting, or (ii) the 10th day following the day on which Public Announcement of the date of such special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such special meeting is first made. In no event shall any adjournment, rescheduling, or postponement or other delay of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.4(iii). Without exception, no person shall be eligible for election or re-election as a director of the corporation at a special meeting unless nominated in accordance with the provisions set forth in this Section 2.4(iii). . In the event that the number of directors to be elected to the board of directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased board made by the corporation at least 10 days before the last day a stockholder may deliver a notice of nomination pursuant to the foregoing provisions, a stockholder’s notice required by this Section 2.4(iii) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made.