Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act

Date of Report (Date of Earliest Event Reported):

February 25, 2025

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

39157

(Address of principal executive offices (zip code))

601

948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction

A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities

Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company

☐

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 13(a) of the Exchange

Act.

☐

Item 1.01

Entry into a Material Definitive Agreement.

Background

Cal-Maine Foods, Inc. (“Cal-Maine Foods,” the “Company,” “we,” “us” or “our”)

has been controlled by members of the family

of our

founder, Fred

R. Adams, Jr.,

since its

founding and

since it

became a

public company.

In connection

with Mr. Adams’

estate planning

in 2018,

Mr. Adams’ four daughters

and Adolphus B.

Baker, Chair

of the

Company’s Board

of Directors

(the

“Board”) and

Mr. Adams’ son-in-law

(the “Members”)

(and/or their

respective predecessors-in-interest),

took certain

actions,

including forming

DLNL, LLC,

a Delaware

limited liability

company (“Daughters’ LLC” and

together with

the Members,

the

“Stockholder Parties”),

to enable

Mr. Adams’ family to

continue to

own and

retain shares

of the

Company’s Class A common

stock, $0.01 par

value per share

(the “Class A Shares”), and common

stock, $0.01 par

value per share

(the “Common Shares”)

sufficient

maintain

majority

voting

control

the

Company

after

his

death

and

provide

for

the

long-term,

stable

and

consistent ownership and governance of the Company.

Mr. Adams passed away on March 29, 2020.

Daughters’

LLC holds 4,800,000 Class

A Shares,

representing 100% of the

outstanding Class A

Shares.

The Class

A Shares

have

ten votes per

share and are

convertible on a

share-for-share basis into

Common Shares, which

have one vote

per share.

Generally,

the Class A

Shares automatically convert to Common Shares upon transfer to persons not related to the family.

The outstanding Class

A Shares

currently represent approximately

52.0% of the Company’s

total voting power.

In addition to the

Class A Shares, Daughters’ LLC

also holds

1,087,956 Common Shares,

bringing the

total voting

power of

the shares

held by

Daughters’ LLC to approximately

53.2%.

The Members have

informed the Board

that they are

potentially interested in

diversifying their respective

financial portfolios (the

“Potential Portfolio Diversification”), including through

the potential sale of

all or a portion

of the Common Shares

underlying

the Class

A Shares

held by Daughters’

LLC, as most

of them have

become more focused

on their individual

estate planning efforts

and philanthropic

endeavors.

The Potential

Portfolio Diversification

could result

in Daughters’ LLC

ceasing to

have majority

voting control of the Company, which in turn would result in the Company ceasing

to be a “controlled company” pursuant to the

rules of The Nasdaq Stock Market. The Members indicated that they were willing to work with the Company towards achieving

a smooth

transition. Before

giving effect

to any

potential sales,

if Daughters’

LLC were

to convert

its Class A

Shares into

Common

Shares, Daughters’ LLC’s total voting

power would decline

from 53.2% to

12.0% of the

voting power of

the Company’s then-

outstanding Common Shares. The Class A Conversion would have no impact

on the Daughters’ LLC’s economic interest in the

Company, which would remain at 12.0%.

As noted above, Mr. Baker has an interest in the Potential Portfolio Diversification

and, as a director, has an interest in certain of

the potential

actions by

the Company to

address the Potential

Portfolio Diversification.

Because Mr. Baker’s interests

may be

different

from

the

interests

the

stockholders

generally,

the

Board

authorized

special

committee,

consisting

solely

disinterested

independent directors

(the “Special

Committee”), to

consider what

corporate actions,

any, should

taken to

address the impact of the Potential Portfolio Diversification on the Company and its stockholders.

The Special Committee, among other things,

considered and determined that it was

in the best interests of

the Company and its

stockholders for the Company

to facilitate the Members’

sale of their Common

Shares, including the Common

Shares underlying

their Class A Shares, and manage the

loss of controlled company

status, in each

case, in an orderly

manner in compliance with

legal requirements.

On February 24, 2025,

the Special Committee

unanimously recommended to

the Board, and,

on February 25,

2025, the

Board

approved the

Agreement Regarding Conversion

(the “Conversion

Agreement”), by and among

the Company and the

Stockholder

Parties, including the documents contemplated

by that agreement, which include:

(i) the Third

Amended and Restated Certificate

of Incorporation of the Company (“Restated Charter”),

to become effective upon filing with the

Delaware Secretary of State (the

“Restated

Charter

Effective

Date”),

(ii) the Amended

and

Restated

Bylaws of

the

Company

(“Restated

Bylaws”), to

become

effective

the Restated

Charter

Effective Date,

and

(iii) an

amendment and

restatement of

the

Daughters’ LLC’s

operating

agreement

permit

Daughters’ LLC

take

the

actions

provided

for

the

Conversion Agreement

(the

“Daughters’ LLC

Amendment”).

The Conversion

Agreement, including

the documents

contemplated by

that agreement,

are referred

to collectively

as the

“Transactions.”

At the

meeting at

which the

Board approved

the Conversion Agreement,

the Board

also unanimously

approved and declared advisable the Restated Charter, and directed that it be submitted for stockholder approval by the majority

written consent of stockholders.

Thereafter, on February 25, 2025, the Conversion Agreement was

executed and delivered by

the Company and the

Stockholder

Parties, and Daughters’ LLC executed and delivered the majority written consent in lieu of a meeting of stockholders approving

the Restated Charter (the

“Majority Written Consent”)

in accordance with Section 228

of the Delaware General

Corporation Law

(the “DGCL”).

As requested by the

Board, Mr. Baker

plans to continue to

serve as Board

Chair at least until

the Company’s 2027 annual

meeting

of stockholders.

Contemporaneously with

the filing

of this

Current Report

on Form

8-K, the

Company is

also filing

a preliminary

Information

Statement with the U.S. Securities and Exchange Commission (“SEC”) regarding the Restated Charter and related matters.

The

Restated Charter will become effective upon filing with the Secretary

of State of the State of Delaware (the “Delaware Secretary

of State”),

which the

Company expects

to occur

on or

promptly after

the 20th

calendar day

following the

distribution of

the

definitive Information Statement to stockholders.

Because the Restated Charter

has been approved by

the Board and by

the stockholder vote required

by law, the Company

will not

be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter.

Agreement Regarding Conversion

The Conversion Agreement provides for the following:

●

The approval by the Board, and approval by

Daughters’ LLC

by majority written consent, of the Restated Charter,

to be

effective upon the Restated Charter Effective Date;

●

The approval

by the

Board of

the Restated

Bylaws, which

include provisions

that align

with the

Restated Charter,

become effective on the Restated Charter Effective Date;

●

The agreement by the Stockholder Parties not to convert any Class A Shares into Common Shares prior to the Restated

Charter Effective Date;

●

The agreement by the Stockholder Parties that if

Daughters’ LLC converts any Class A

Shares into Common Shares, it

will simultaneously convert all (but not less than all) Class

A Shares into Common Shares (the “Class A

Conversion”);

●

After

the

effective

date

the

Class A

Conversion

(the

“Class A

Conversion

Date”),

and

ending

the

12-month

anniversary of

the Class

Conversion Date

(or, if

earlier, December 31, 2026),

certain registration

rights of

the Members

to offer or sell Common Shares in a registered offering under the Securities

Act; and

●

The adoption by the

Stockholder Parties of an

amended and restated limited

liability company operating agreement of

Daughters’ LLC, which provides for

certain changes to

permit Daughters’ LLC to take

the actions provided

for in the

Conversion Agreement.

The Conversion Agreement

also provides

that, prior

to the

expiration of

the registration

rights, each

Stockholder Party

agrees

(i) to cause all

Common Shares and

Class A Shares held by such

Stockholder Party (or

over which such

Stockholder Party has

voting discretion or

control as of

the applicable record

date) to be

present either in

person or by

proxy for quorum

purposes at

any stockholders’ meeting at which

directors of the

Company are elected,

and (ii) to vote,

or cause to

be voted, such

Common

Shares and Class A Shares held by it (or over which such Stockholder Party has voting discretion or control) in favor of not less

than three independent directors.

The Transactions do not

require any Stockholder

Party to convert

Class A Common Shares into Common

Shares or to

sell any

Common Shares.

As noted above, the registration rights provided to the Members pursuant to the Conversion

Agreement expire

on the 12-month anniversary of the Class A

Conversion Date (or, if earlier, December 31, 2026).

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the

Conversion Agreement, a copy of which is filed herewith

as Exhibit 99.1.

Item 1.02

Termination of a Material Definitive Agreement.

Pursuant

to the

Conversion Agreement,

that certain

Agreement Regarding

Common Stock,

dated as

July 20, 2018,

and

among the Company and

the Members, among others,

which is filed as

Exhibit 10.1 to the Company’s

annual report on Form 10-

for

the

fiscal

year

ended

June 1, 2024,

terminated

February 25, 2025,

upon

execution

and

delivery

the

Conversion

Agreement.

Item 5.01 Changes in Control of Registrant.

(a)

The Company has not experienced a change of control.

(b)

described

Item 1.01,

the

Class A Conversion

occurs,

Daughters’ LLC

will

longer

control

majority

the

Company’s total voting power, and the

Company would no longer be a

“controlled company” under the rules

of The Nasdaq

Stock Market.

As described in

Item 1.01, the Conversion Agreement does

not require Daughters’ LLC to

convert its Class A Shares

or to sell

any shares of

the Company.

Therefore, there can be

no assurance that the

Class A Conversion will occur or,

if so, when it

will

occur. However, even if the

Class A Conversion occurs, it would represent a dissipation of control, not a

“change of control” in

the traditional sense because no other third party would be acquiring control. For example, the Class

A Conversion would not be

considered a “change of control” for purposes of the Company’s incentive plan or outstanding equity grants.

The

description

the

Conversion Agreement

and

the

documents

contemplated

that

agreement

set

forth

Item 1.01

incorporated by reference into this Item 5.01.

Item 5.03 Amendments to

Articles of Incorporation or Bylaws; Change in Fiscal Year.

Third Amended and Restated Certificate of Incorporation

As described in

Item 1.01, the

Restated Charter will

become effective upon

filing with the

Delaware Secretary of

State, which

the Company expects to occur on or promptly after the 20th calendar day following the distribution

of the definitive Information

Statement to

stockholders. The Restated

Charter provides for

the following

changes, among others,

to the

Company’s existing

Second Amended and Restated Certificate of Incorporation,

as amended (the “Current Charter”):

Authorization of Undesignated Preferred Stock

Under the Restated

Charter, the Board

will have the

authority, without further

action by the

stockholders, to authorize

the issuance

by the Company of up to 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), in one or more

series and to fix the rights, preferences,

privileges

and restrictions granted to or imposed

upon the Preferred Stock.

Any or all of

these rights may be greater than the rights of our Common Shares or Class

A Shares. Under the Current Charter, the Company

not authorized to issue preferred stock.

Classified Board

The Restated Charter

provides for classification

of the Board,

pursuant to which

directors will be

divided into three

classes, as

nearly equal

in number

as possible.

The directors

in Class I

will each

have a

term expiring

at the

first annual

meeting of

the

stockholders following the effectiveness of

the Restated Charter.

The directors in Class II will

each have a term expiring

at the

second annual

meeting of

the stockholders

following the

effectiveness of

the Restated

Charter.

The directors

in Class III

will

each have a term expiring at the third annual meeting of stockholders following the effectiveness of the Restated Charter.

At each annual

meeting of stockholders

of the Company

beginning with the

first annual meeting

of stockholders following

the

effectiveness of the Restated Charter,

subject to any rights of

the holders of shares of

any class or series of

Preferred Stock, the

successors of

the directors

whose term

expires at

that meeting

shall be

elected to

hold office

for a

term expiring

at the

annual

meeting of stockholders held

in the third year

following the year of

their election and will

hold office until

their successors are

duly elected and

qualified, subject to

such director’s earlier

death, resignation or

removal.

In the case

of any increase

or decrease,

from time to time,

in the number of

directors of the Company,

the number of directors

in each class shall

be apportioned as nearly

equal as possible.

No decrease in the number of directors shall shorten the term of any incumbent director.

Upon the effective date of the Restated Charter, the Board will be classified into three classes, and it is expected

that the current

directors will be apportioned into the three classes as provided below:

Class

Directors

Class I

(terms expiring at the 2025 Annual Meeting)

Sherman L. Miller and Camille S.

Young

Class II

(terms expiring at the 2026 Annual Meeting)

Max P. Bowman and Letitia C. Hughes

Class III

(terms expiring at the 2027 Annual Meeting)

Adolphus B.

Baker, Steve W.

Sanders and James E.

Poole

Pursuant to the Current

Charter, the Board is not

classified, and directors are elected

at each annual meeting to

serve for a term

of one year and until their successors are duly elected and qualified.

No Cumulative Voting in Director Elections

Under the Restated Charter, cumulative voting in director elections will not be permitted. Cumulative voting,

which is permitted

by the

Current Charter,

is a

process for

electing directors

that permits

each stockholder

to cast

a number

of votes

equal to

the

number of

Board seats

up for

election, multiplied

by the

number of

votes attributable

to the

Company Shares

the stockholder

owns. Those votes can then be allocated by the stockholder disproportionately to one or more candidates.

Removal of Directors by Stockholders Only for Cause

Under the

Restated Charter,

subject to

the rights

of holders

of any

series of

Preferred Stock

with respect

to the

election of

directors,

a director may be removed

from office by the stockholders

of the Company only for

cause and only by the

affirmative vote of the

holders of at least a majority

of the voting power of

all then outstanding shares of capital stock

of the Company entitled to vote

generally in the election of directors, voting together as a single class. The DGCL permits corporations with classified boards to

include this

provision in

their charters.

The Current

Charter and

the Company’s

existing Amended

and Restated

Bylaws (the

“Current Bylaws”)

are silent

with regard

to the

removal of

directors, and

therefore, pursuant

to the

DGCL, directors

may be

removed, with or without cause, by the holders of a majority of the voting power.

Vacancies and Newly Created Directorships

The Restated Charter provides that, subject

to the rights of holders of any

series of Preferred Stock with respect

to the election of

directors, vacancies

occurring on

the Board

for any

reason and

newly created

directorships resulting

from an

increase in

the

number of directors

may be filled

only by vote

of a majority

of the remaining

members of the

Board, although less

than a quorum,

or by a sole remaining director, at any meeting of the Board and

not by the stockholders.

A person so elected by the

Board to fill

a vacancy or newly

created directorship shall hold

office until the next

election of the class

for which such person

shall have been

assigned by the Board and until such person’s successor shall be duly elected and qualified or until such director’s

earlier death,

resignation or removal.

The Current Bylaws

contain a similar

provision, but do

not restrict the

power to fill

vacancies to the

Board

and do not address vacancies occurring in a class of directors, as under the Current Charter the Board is not classified.

Amendments to Charter

Pursuant to

the Restated

Charter, any

amendment to

the Restated

Charter will

require the

affirmative vote

of the

holders of

least 66

% of the voting

power of all then outstanding

shares of capital stock of

the Company entitled to vote

generally in the

election of directors, voting together as a single class.

In addition, so long as any Class A Shares are outstanding, the Company

may not, without first obtaining the approval by vote or written consent in the manner provided by law of the holders of not less

than

the

total

number

Class A Shares

outstanding,

voting

separately

class,

(i) alter

change

the

rights

privileges of

Class A Shares, (ii) amend any

provision of the

section of the

Restated Charter designating

the special rights

and

privileges

the

Class

affecting

the

Class

(3) effect

any

re-classification

re-capitalization

the

Company’s outstanding capital stock.

The

Current

Charter

contains

the

same

provisions

with

respect

the

special

voting

rights

the

Class A

described

immediately above. The Current Charter is otherwise silent with respect to

amendments; therefore, under the DGCL, except for

such special voting rights of the Class A

Shares, or as may otherwise be required by law, the Current Charter can be amended by

the approval of a

majority in voting interest

of the Common Shares

and Class A Shares issued and outstanding, voting together

as a group.

Amendments to Bylaws

Under the Restated Charter,

the bylaws of the

Company then in effect

may be amended by

the Board or the

affirmative vote of

the holders of at least 66

% of the voting power of all then outstanding

shares of capital stock of the Company entitled to vote

generally in the election of directors, voting together as a single class.

The Current Charter provides that the Board is authorized to amend the Company’s

bylaws, and the Current Bylaws provide that

they may be amended by the

Board or by the stockholders by

the vote of the holders of

a majority in voting interest of

the capital

stock having voting power present in person or represented by proxy.

Stockholder Action by Written Consent

The Restated Charter specifically denies the

ability of stockholders to act by

written consent. The Current Charter is silent

with

respect to

the ability

stockholders to

act by

written consent;

therefore, under

the DGCL,

stockholder action

may be

taken

without a meeting, without prior notice

and without a vote, if a consent

or consents, setting forth the action so

taken, is signed by

the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take

such action at a meeting at which all shares entitled to vote thereon were present and voted.

Special Meetings of Stockholders

The Restated

Charter provides

that special

stockholder meetings

may be

called at

any time

only by

the Board

Chair or

by the

Board.

The ability of stockholders to call special stockholder meetings is specifically denied. The Current Charter is silent with

respect to calling special stockholder meetings, and the Current Bylaws provide that special stockholder meetings may be called

by the Board

Chair, chief executive

officer, president, a

majority of the

Board, or by

stockholders owning a

majority in voting

interest of the entire capital stock of the Company issued and outstanding and entitled to vote.

Indemnification

Under the Restated Charter, the

Company will indemnify its directors

and officers to the fullest

extent authorized or permitted by

the DGCL,

as now

or hereafter

in effect.

A director’s

right to

indemnification will

include the

right to

be paid

the expenses

incurred in

defending or

otherwise participating

in any

proceeding in

advance of

its final

disposition, but

only if

that director

presents to the

Company a written

undertaking to repay

that amount if

it shall ultimately

be determined that

the director is

not

entitled to be indemnified.

Insurance

Pursuant to the Restated Charter, the Company may purchase and maintain insurance on behalf of any

current or former director

or officer against any liability asserted against that person to the fullest extent authorized or permitted by the DGCL.

Forum Selection

The Restated Charter provides that,

unless a majority of the

Board, acting on behalf of

the Company, consents in writing

to the

selection of

an alternative

forum, the

Court of

Chancery of

the State

of Delaware

(or, if

the Court

of Chancery

does not

have

jurisdiction, another state court located within the State of

Delaware or, if no state court located within the State of Delaware

has

jurisdiction, the

federal district

court for

the District

of Delaware),

will be

the sole

and exclusive

forum for

(i) any derivative

action or

proceeding brought

on behalf

of the

Company under

Delaware law,

(ii) any action

asserting a

claim of

breach of

fiduciary

duty

owed

any

current

former

director,

officer

other

employee

the

Company

the

Company

the

Company’s stockholders,

(iii) any action

asserting a

claim against

the Company

or any

of its directors,

officers or other

employees

arising pursuant to

any provision of

the DGCL, the

Company’s certificate of

incorporation or bylaws

(in each

case, as may

amended

from

time

time),

(iv) any

action

asserting

claim

against

the

Company

any

its

directors,

officers

other

employees

governed

the

internal

affairs

doctrine

the

State

Delaware

(v) any

other

action

asserting

“internal

corporate claim,” as defined in Section 115 of

the DGCL, in all cases subject to

the court’s having personal jurisdiction over all

indispensable parties named as defendants.

The Restated Charter further provides that, unless a majority of the Board, acting on behalf of the Company, consents in writing

to the selection of an alternative forum,

the federal district courts of the United States

of America will be the sole and exclusive

forum for the resolution of any action asserting a cause of action arising under the Securities

Act.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the

Company’s Third Amended and

Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 99.2.

Amended and Restated Bylaws

As described in

Item 1.01, the

Restated Bylaws will

become effective when

the Restated Charter

becomes effective. The

Restated

Bylaws contain changes that align

with the Restated Charter. In

addition, the Restated Bylaws provide

for the following changes,

among others, to the Current Bylaws:

Advance Notice for Stockholder Proposals and Director Nominations

The

Restated

Bylaws

establish

advance

notice

procedures

for

stockholder

proposals

brought

before

meeting

our

stockholders, including

proposed nominations

of persons

for election

to the

Board.

At an

annual meeting,

stockholders may

consider only

proposals or

nominations (i) specified

in the

notice of

the meeting

given at

the direction

of the

Board, or

as otherwise

properly brought

before the meeting

at the direction

of the Board,

or (ii) submitted by

a stockholder

who is a

stockholder of

record

at the time of

giving the notice provided

for in the Restated

Bylaws through the meeting

date, is entitled to

vote at the

meeting

and complies with the advance notice procedures, including with respect to timing and content, set forth in the

Restated Bylaws.

To be timely, stockholder notice of

proposals and nominations must be received

by the corporate secretary no later

than the close

of business on

the 90th day,

and no earlier

than the 120th

day, prior

to the first

anniversary of the

date of

the preceding year’s

annual meeting (unless the meeting date is significantly shifted as provided in the Restated Bylaws).

At a special meeting, stockholders may

consider only business brought before the meeting

pursuant to the Company’s notice of

the meeting, and if the notice

includes director elections, nominations may

be made (i) at the direction of

the Board or (ii) by any

stockholder who is a stockholder of record at the time of giving the notice provided for in

the Restated Bylaws through meeting

date,

is entitled

to vote

the meeting

and on

the election,

and complies

with the

advance notice

procedures, including

with

respect to timing

and content, set

forth in the

Restated Bylaws.

To be timely,

stockholder notice of

a nomination must

be received

by the corporate secretary no earlier than the close of business on the 120th day prior

to the special meeting and no later than the

close of

business on

the later

of (i) the

90th day

prior to

the meeting

and (ii) the

tenth day

following the

day on

which public

disclosure of the date of the meeting is first made by the Company.

In addition,

stockholders may

consider a

stockholder proposal

included in

the Company’s

proxy materials

in compliance

with

Rule 14a-8 under the Exchange Act.

All proposals and nominations must also comply with all applicable legal requirements.

Director Eligibility

Under the Restated Bylaws, no person will be eligible for election as a director unless he or she has, within ten days following a

reasonable request, made himself or herself available to be interviewed by the Board (or any committee or other subset thereof).

Conduct of Meetings

Under the Restated Bylaws,

the Board Chair (or,

in his or

her absence, a

director or officer

appointed by the

Board) will act as

the chairperson of stockholder meetings.

The Board and the chairperson

of a stockholder meeting may

adopt rules, regulations

and procedures for the conduct of

that meeting, and the chairperson will

have the authority to convene and (for

any or no reason)

recess or adjourn that meeting.

Lead Independent Director

Pursuant to

the Restated Bylaws,

if the

Board Chair does

not qualify

as independent, the

independent directors shall

appoint a

lead independent director.

The lead independent director,

if any, shall

preside at all

executive sessions of

the Board, serve as

liaison to the

Chief Executive Officer

and other directors

not present at

executive sessions of

the Board regarding

topics discussed

in executive

session or

other matters

as may

be raised

from time

to time

by one

or more

independent directors, work

with the

Board Chair

and other

directors to

determine agenda

items for

Board meetings,

have the

power to

call meetings

of the independent

directors, and have such

other responsibilities, and perform

such duties, as may

from time to time

be assigned to him

or her by

the Board. The independent directors

may remove or replace

the lead independent director

from such position at

any time with

or without

cause by

the vote

of a

majority of

the independent

directors present

at a

duly convened

Board meeting.

The independent

directors shall periodically consider whether and, if

so, when to rotate the position of lead

independent director, and may appoint

lead

independent

director

for

specified

term,

which

may

renewed.

Pursuant

the

Restated

Bylaws,

the

independent

directors will appoint a lead independent director, effective as of the Restated Charter Effective Date.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the

Restated Bylaws, a copy of which is filed herewith as Exhibit 99.3.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 25, 2025, the Board

approved the Transactions, including approving and declaring advisable the Restated Charter,

and

directing

that

submitted

for

stockholder

approval

the

majority

written

consent

stockholders.

Also

February 25, 2025, Daughters’

LLC delivered

the Majority

Written

Consent to

the

Company approving

the Restated

Charter.

Because the Majority Written Consent is sufficient to satisfy the stockholder vote requirement under the DGCL for the approval

amendments

the

Current

Charter,

additional

stockholder

vote

will

needed

approve

the

Restated

Charter.

Consequently, the Company will not be soliciting proxies or holding a meeting of stockholders to consider the Restated Charter.

Pursuant to Section 228 of the DGCL, Article II, Section 11 of the Current Bylaws and Section 14(c) of the Securities

Exchange

Act

1934,

amended

(the

“Exchange Act”),

and

the

regulations

promulgated

thereunder,

including

Regulation

14C,

Schedule 14C Information Statement will be filed with the SEC

and sent or given to the stockholders of the Company to

provide

prompt notice of the taking

of a corporate action by

written consent of stockholders to

the Company’s stockholders who

have not

consented in writing to such action.

Item 7.01 Regulation FD Disclosure.

The Company also announced on February 25, 2025 that its

Board has approved a new $500 million share repurchase program.

The share repurchase program authorizes

the Company, in management’s discretion,

to repurchase Common Shares from time

time for an aggregate purchase

price up to $500

million (exclusive of any fees,

taxes, commissions or other expenses related

such repurchases),

subject to

market conditions

and other

factors. The

actual timing,

number and

value of

shares repurchased

under the program will be

determined by management in its

discretion and will depend on

a number of factors, including,

but not

limited to, the market price of the Common Shares and general market and economic conditions.

The Company expects to strategically and opportunistically repurchase shares from time to time through solicited or unsolicited

transactions in the

open market, in

privately negotiated transactions

or by other

means in accordance

with securities laws.

It is

also possible

that the

Company could

use a

portion of

its new

share repurchase

program to

repurchase some

of the

Members’

Common Shares

part of

the Potential

Portfolio Diversification.

Any repurchases

from

the

Members would

require special

approval from the Special Committee. The Company expects that share repurchases under the program will be funded from one

or a

combination of

existing cash

balances and

future free

cash flow.

The share

repurchase program

does not

obligate the

Company

to repurchase any specific amount of shares, does not

have an expiration date, and may be suspended, modified

or discontinued

at any time without prior notice.

Cal-Maine

Foods

issued

press

release,

dated

February 25,

2025,

titled

“Cal-Maine

Foods,

Inc. Announces Agreement

with

Company’s Founder’s Family and Also Announces New $500 Million Share

Repurchase Program.” A copy of the press release

is furnished herewith as Exhibit 99.4 and is incorporated herein by reference.

The information included

in this Item 7.01,

including Exhibit 99.4 furnished

herewith, is being

furnished and shall

not be deemed

to be

filed for purposes

of Section 18 of

the Exchange Act, or

otherwise subject to

the liabilities of

that section, nor

shall it be

deemed incorporated by reference into

any filing under the Securities Act of

1933, as amended, or

the Exchange Act, except as

shall be expressly set forth by specific reference in such filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

STATEMENTS

Certain statements contained in this Current Report on Form 8-K may contain “forward-looking statements” within

the meaning

of Section 27A

of the

Securities

Act of

1933, as

amended, and

Section 21E of

the Exchange

Act.

Such forward-looking

statements

are

identified

the

use

words

such

“believes,”

“intends,”

“expects,”

“hopes,”

“may,”

“should,”

“plans,”

“projected,”

“contemplates,” “anticipates,” or

similar words.

Actual outcomes or

results could differ

materially from those

projected in the

forward-looking statements.

The forward-looking

statements are

based on

management’s current

intent, belief,

expectations,

estimates, and projections

regarding the Company

and its industry.

These statements are

not guarantees of

future performance

and involve risks, uncertainties, assumptions, and other

factors that are difficult to predict

and may be beyond our

control.

The

factors that could cause actual results to differ materially from those projected in

the forward-looking statements include, among

others,

(i) the

risk

factors

set

forth

Part I

Item 1A

Risk

Factors

our Annual

Report

Form 10-K

for

the

year

ended

June 1, 2024, as well as those included in other reports we file from time to time with the SEC (including our Quarterly Reports

on Form 10-Q and Current

Reports on Form 8-K), (ii) the

occurrence of any event,

change or other circumstances

that could give

rise to the Board’s decision to abandon

the Restated Charter or to the termination

of the Conversion Agreement,

(iii) the effect of

the announcement of the Conversion Agreement on the Common Shares’ trading price, the ability of the Company to retain and

hire

key

personnel

and

maintain

relationships

with

its

customers

and

suppliers,

and

the

Company’s

operating

results

and

business generally, (iv) the impact on the Common Shares’ trading price of the sale or marketing, or potential sale or marketing,

of a significant number of

Common Shares as part of the

family’s portfolio diversification, (v) the risks and

hazards inherent in

the shell egg business (including disease, pests, weather conditions, and potential

for product recall), including but not limited to

the current outbreak

of HPAI affecting

poultry in the

U.S., Canada and

other countries that

was first detected

in commercial flocks

in the

U.S. in

February 2022 and

that first

impacted our

flocks in

December 2023, (vi) changes

in the

demand for

and market

prices of shell eggs and

feed costs, (vii) our ability

to predict and meet

demand for cage-free and

other specialty eggs, (viii) risks,

changes, or obligations

that could result

from our recent

or future acquisition

of new flocks

or businesses and

risks or changes

that may cause conditions

to completing a pending

acquisition not to

be met, (ix) risks relating

to changes in

inflation and interest

rates, (x) our

ability to

retain existing

customers, acquire

new customers

and grow

our product

mix, (xi) adverse

results in

pending

litigation matters, and (xii) global

instability, including as a

result of the war

in Ukraine, the conflicts

in Israel and surrounding

areas and attacks on shipping in the

Red Sea.

Readers are cautioned not to place undue

reliance on forward-looking statements

because, while we

believe the assumptions

on which

the forward-looking statements

are based are

reasonable, there can

be no

assurance that these forward-looking statements will prove

to be accurate.

Further, forward-looking statements included herein

are only made as

of the respective dates

thereof, or if no

date is stated, as

of the date hereof.

Except as otherwise required

by law,

we disclaim any intent

or obligation to update publicly

these forward-looking statements, whether because

of new information,

future events, or otherwise.

Additional Information and Where to Find It

This

Current

Report

Form 8-K

being

made

respect

the Transactions

involving

the

Company

and

the

Stockholder

Parties.

Contemporaneously

with

the

filing

this

Current

Report

Form

8-K,

the

Company

also

filing

preliminary

Information Statement, containing the

information with respect to

the Restated Charter specified

in Schedule 14C promulgated

under the

Exchange Act.

When completed,

a definitive

Information Statement

will be

mailed or

delivered to

the Company’s

stockholders.

This Current

Report on Form 8-K is not a substitute for the Information Statement on Schedule 14C, or any other

document that the Company may file with the SEC or send to its stockholders in connection with the Transactions.

STOCKHOLDERS OF THE COMPANY

ARE URGED TO READ

ALL RELEVANT DOCUMENTS

FILED WITH THE SEC,

INCLUDING

THE

INFORMATION

STATEMENT

SCHEDULE

14C,

WELL

ANY

AMENDMENTS

SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION

ABOUT THE TRANSACTIONS.

The Company’s stockholders

may obtain copies

of all documents

filed by the

Company with the

SEC, free of

charge, at the

SEC’s

website,

www.sec.gov

from

the

Company’s

website

https://www.calmainefoods.com/sec-filings

contacting

the

Company’s Secretary in

writing or by

telephone at Cal-Maine

Foods, Inc., ATTN:

Max P. Bowman, Secretary,

1052 Highland

Colony Pkwy, Suite 200, Ridgeland, MS

39157, telephone number (601) 948-6813.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Agreement Regarding Conversion dated February 25, 2025 by and among Cal-Maine Foods, Inc.,

DLNL, LLC, and each member of DLNL, LLC

99.2

Third Amended and Restated Certificate of Incorporation to be effective on the Restated Charter

Effective Date

99.3

Amended and Restated Bylaws to be effective on the Restated Charter Effective Date

99.4

Press Release issued by the Company on February 25, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for

the Securities Exchange Act of 1934, the

registrant has duly caused this

report to be signed

its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC.

Date:

February 25, 2025

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

AGREEMENT REGARDING CONVERSION

This AGREEMENT

REGARDING CONVERSION (this “Agreement”)

is made and entered

into as

February 25, 2025,

among

Cal-Maine

Foods,

Inc.,

Delaware

corporation

(the

“Company”),

DLNL,

LLC, a

Delaware limited

liability company

(“Daughters’

LLC”), and

each member

of Daughters’

LLC (each

a “Member” and, collectively with Daughters’ LLC, the “Stockholder Parties”).

RECITALS

WHEREAS, Daughters’ LLC was formed to

invest in shares

of Class A Common Stock, par

value

$0.01 per

share (“Class A

Shares”), and

of Common

Stock, par

value $0.01

per share

(“Common

Shares”), of the Company;

WHEREAS, effective as of July 20, 2018, the

initial owners of membership interests in Daughters’

LLC entered into the Limited

Liability Company Operating Agreement for Daughters’ LLC (the “Existing

Daughters’ LLC Operating

Agreement”);

WHEREAS, the Company’s issued and

outstanding capital stock consists of:

(a) Common Shares,

which are

publicly traded

on the

NASDAQ stock

exchange under

the symbol

“CALM,” and

(b) Class A

Shares, which are privately held and not publicly traded, but are convertible

on a share-for-share basis into

Common Shares

at any

time at

the option

of the

holder

thereof and

automatically

convert into

Common

under

certain

circumstances

set

forth

the

Company’s

existing

Second Amended

and

Restated

Certificate of Incorporation,

as amended (the

“Current Charter”), including

upon transfer to

persons other

than Immediate Family Members or Permitted Transferees as defined in the Current Charter;

WHEREAS, pursuant

to the

Current Charter,

except as

required by

law or

the Current

Charter, (a) the

Common Shares and Class A

Common Shares vote together as a class, with

the holders of Common Shares

having one

vote per

share and

the holders

of Class A Shares

having ten

votes per

share on

all matters

which such shares

are entitled

to vote, and

(b) except for

such conversion and

voting rights,

the Common

Shares and Class A Shares have substantially similar rights, powers and privileges;

WHEREAS,

Daughters’ LLC

the

record

owner

(a) 4,800,000 Class A

Shares,

representing

100% of the outstanding Class A Shares, and (b) 1,087,956 Common Shares;

WHEREAS,

the

Class A

currently

represent

over

50%

the

total

voting

power

the

outstanding

the

Company

the

election

directors

and

matters

other

than

the

election

directors, and the Company is

a “controlled company” pursuant to

the rules of the NASDAQ

Stock Market;

WHEREAS, the Members

(and/or their respective

predecessors-in-interest) formed Daughters’

LLC

and entered into the

Existing Daughters’ LLC Operating Agreement to permit the Members

(together with

their

Permitted Transferees,

defined in

the

Current

Charter)

continue

own and

retain,

directly

indirectly, Common

Shares and

Class A Shares sufficient

to maintain

control of

the Company,

in order

provide for the long-term, stable and consistent ownership and governance of the Company;

WHEREAS, the Members have

expressed to the Company’s

Board of Directors (the

“Board”) that

the

Members

are

potentially

interested

diversifying

their

respective

financial

portfolios,

including

the

potential sale of all or a portion

of the Common Shares owned by Daughters’

LLC and the Common Shares

underlying the Class A Shares owned by Daughters’

LLC (the “Potential Portfolio Diversification”);

WHEREAS, Adolphus B. Baker, the Company’s Chairman

of the Board, is the

Managing Member

of Daughters’ LLC, and the other Members of Daughters’

LLC are Mr. Baker’s wife and her three sisters;

WHEREAS, because

Mr. Baker has

an interest

in the

matters provided

for in

this Agreement, the

Board

has

authorized

hoc

committee

(the

“Special

Committee”),

consisting

solely

disinterested

Independent Directors

(as defined

in Section 3.1),

to consider

what corporate

actions, if

any, should

be taken

to address the impact of the Potential Portfolio Diversification on the Company and its stockholders;

WHEREAS, the Special Committee considered and determined, among other

things, that it is in the

best interests of

the Company and

its stockholders for

the Company to

facilitate the sale

of shares (including

Common Shares underlying

the Class A

Common Stock) and

manage the loss

of controlled company

status,

in each case, in an orderly manner in compliance with legal requirements;

WHEREAS, on February 24, 2025,

the Special Committee

unanimously recommended to

the Board

that the Company, the Members and Daughters’

LLC enter into this Agreement to implement the following

corporate actions

to address

the impact

of the

Potential Portfolio

Diversification on

the Company

and its

stockholders:

(a) amending and

restating the

Current Charter,

(b) amending and

restating the

Company’s

Bylaws (the “Bylaws”), and (c) effective

upon the conversion by

Daughters’

LLC of all Class A

Shares into

Common Shares,

granting to

the Members

certain rights

to cause

the sale

or transfer

of Common

owned by Daughters’

LLC or such Members to be registered under the Securities Act of 1933, as amended

(the “Securities Act”), in accordance with the registration rights set

forth in Exhibit A, in each case,

on the

terms and subject to the conditions set forth herein; and

WHEREAS, on February 25, 2025, the Board of Directors of the Company (taking into account the

recommendation of the Special

Committee) approved the Company’s

execution of this Agreement and the

actions

and

the

Company’s

performance

the

transactions

contemplated

hereby,

which

approval

was

unanimous, with the sole

exception being that Adolphus B. Baker

recused himself with respect

to the vote

to approve the execution of this Agreement;

NOW, THEREFORE, in consideration of the foregoing

and the mutual representations, warranties,

covenants and agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

MODIFICATIONS TO THE COMPANY’S ORGANI

ATIONAL DOCUMENTS

1.1

Restated Charter

(a)

The

Board

has

approved

(i) the

Third

Amended

and

Restated

Certificate

Incorporation

the

Company

substantially

the

form

attached

this

Agreement

Exhibit B

(the

“Restated

Charter”),

and

(ii) the

submission

the

Restated

Charter

Daughters’ LLC

for

approval

majority

written

consent

stockholders

accordance

with

the

Current

Charter

and

Section 228

the

Delaware General Corporation Law (the “DGCL”).

(b)

Promptly following

the execution

and delivery

of this Agreement,

Daughters’ LLC

agrees to execute and deliver

to the Company the majority

written consent of stockholders substantially

the form attached to

this Agreement

as Exhibit C (the “Majority

Written Consent”), which Majority

Written

Consent,

upon

execution

and

delivery

Daughters’ LLC,

would

constitute

stockholder

approval

the

Restated Charter in compliance with Section 242(b) of the DGCL.

(c)

The

Company

shall

use

commercially

reasonable

efforts

obtain

amendment,

consent or

waiver from

the requisite

lenders under

the Company’s

Amended and

Restated Credit

Agreement,

dated as of May 26, 2023, such that the Class A Conversion (as defined in Section 2.1(a)) will not result in

a “change of control” within the meaning of such credit agreement (the “Credit Agreement

Amendment”).

(d)

As soon

as practicable

following (i) the

execution and

delivery by

Daughters’ LLC

of the Majority Written Consent, (ii) the

satisfaction by the Company of

applicable notice and information

statement

requirements

under

the

DGCL

and

the

Securities

Exchange

Act

1934,

amended

(the

“Exchange Act”),

and

(iii) the

execution

and

delivery

the

requisite

lenders

the

Credit Agreement

Amendment,

the

Company

shall

file

the

Restated

Charter

with

the

Secretary

State

the

State

Delaware, to

become effective

promptly after

filing in

accordance with

the DGCL,

subject to

the Board’s

ability,

prior

the

effectiveness

the

Restated

Charter,

accordance

with

DGCL

Section 242(c),

abandon the Restated

Charter without further

action by the

Company’s stockholders if

the Board determines

that

doing

the

best

interests

the

Company

and

its

stockholders.

The

date

and

time

such

effectiveness shall be referred to herein as the “Restated Charter Effective Date.”

1.2

Restated Bylaws.

The Board has approved the Amended and Restated Bylaws substantially

in the form attached to this Agreement as Exhibit D (the “Restated Bylaws”), which shall become

effective

upon the Restated Charter Effective Date.

ARTICLE II

REGISTRATION RIGHTS UPON CONVERSION OF ALL CLASS A SHARES

2.1

Conversion of All Class A

Shares into Common Shares.

The Stockholder Parties agree

that

any

conversion

Class A

shall

made

accordance

with

the

provisions

this

Agreement, including the following covenants:

(a)

Daughters’

LLC

converts

any

Class A

into

Common

Shares,

shall

simultaneously

convert

all

(but

not

less

than

all)

outstanding

Class A

into

Common

accordance

with

the

terms

the

Class A Shares

(the

“Class A Conversion”).

The

effective

date

the

Class A Conversion is referred to in this

Agreement as the “Class A Conversion Date.”

(b)

Daughters’

LLC shall not

convert any Class A

Shares prior to

(i) the Restated Charter

Effective Date

or (ii) the

date that

the Company

obtains the

Credit Agreement Amendment, whichever

later.

(c)

The Members acknowledge

and agree that,

in order to

exercise any registration

rights

under this Agreement

or to

offer or

sell any

Common Shares

in a

registered offering

under the

Securities

Act, Daughters’ LLC must have first converted all outstanding Class A

Shares into Common Shares.

2.2

Amendment

and

Restatement

of the

Limited

Liability Company

Operating Agreement

for

Daughters’ LLC.

Immediately

following the

execution

and delivery

of this

Agreement, Daughters’

LLC

and each of the Members

shall execute and deliver the Amended and Restated

Limited Liability Company

Operating Agreement for Daughters’

LLC substantially in the form attached to this

Agreement as Exhibit E

(the

“Daughters’

LLC

Amendment”).

Daughters’

LLC

and

the

Members

agree

that,

following

the

effectiveness

the

Daughters’ LLC Amendment,

the

Daughters’ LLC Agreement

shall

not

revoked,

terminated, amended,

modified or

supplemented without

the prior

written consent

of the

Special Committee.

2.3

Takedowns of Subject Shares from Resale Shelf Registration Statement.

(a)

The term “Subject Shares” means, for each Member:

(i)

the

Common

listed

opposite

such

Member’s

name

Table I

Schedule 2

under

the

heading

titled

“Total

Economic

Beneficial

Ownership

Common

Shares”; and

(ii)

the

Common

listed

opposite

such

Member’s

name

Table II

Schedule 2 under the heading titled “Common Shares.”

(b)

During the Term (as

defined below), each Member

shall be entitled to

offer and sell

Subject Shares held by such Member

pursuant to a Takedown under a Resale

Shelf Registration Statement

(as

such

terms

are

defined

Exhibit A),

the

extent

provided

the

registration

rights

and

provisions set forth on

Exhibit A, which provisions are

incorporated herein as if

set forth in this

Agreement.

The

“Term”

shall

mean

the

period

beginning

the

Class A Conversion

Date

and

ending

(i) the

12-

month anniversary of the Class A Conversion Date or (ii) December 31, 2026, whichever is earlier.

2.4

Potential Repurchase

of Common

Shares by

the Company.

The parties

acknowledge that,

from time to time,

the Company or the

Members may propose that

the Company repurchase a

portion of the

Subject Shares;

provided, however, that

the terms

of any

such repurchase

must be approved

by each

such

selling

Member

and

the

Special

Committee

and

that

party

shall

obligated

enter

into

any

such

repurchase transaction.

ARTICLE III

VOTING OF COMMON SHARES AND CLASS A SHARES

3.1

Voting on

the Election

of Directors.

Prior to

the expiration

of the Term,

at any

meeting of

the stockholders

of the

Company, each

Stockholder Party

agrees (i) to

cause all

Common Shares

and Class A

Common Shares

held by

such Stockholder

Party, or

over which

such Stockholder

Party has

voting discretion

or control as

of the applicable

record date, to

be present either in

person or by proxy

for quorum purposes

at any stockholders meeting

at which directors of

the Company are elected,

and (ii) to vote, or

cause to be

voted, such Common Shares and Class A

Common Shares held by it, or over

which such Stockholder Party

has voting discretion or control, in favor of not less

than three Independent Directors.

For purposes of this

Agreement, the

term “Independent

Director” shall

mean a

member of

the Board

of Directors

of the

Company

(or

nominee

for

such

position)

who

(1) not

managing

member,

manager,

officer,

employee

consultant of,

or advisor

to, the

Company or

any Stockholder

Party, or

a person

who shall

have served

such capacity within three years immediately preceding the date of such determination, (2) independent of,

and

not

affiliated

with,

any

Stockholder

Party,

determined

good

faith

the

Board’s

Nominating

Committee,

and

(3) otherwise

independent

within

the

meaning

the

rules

and

regulations

the

U.S.

Securities and Exchange Commission (the “SEC”) and the NASDAQ listing standards.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an

inducement to

enter into

this Agreement

and to

consummate the

transactions contemplated

hereby, the Company represents and warrants to the Stockholder Parties, as of the date hereof, as follows:

4.1

Power and Authority.

The Company is a corporation duly organized, validly existing and in

good standing

under the

laws of

the State

of Delaware

and has

all corporate

right, power

and authority

enter

into

and

deliver

this

Agreement,

perform

its

obligations

hereunder

and

consummate

the

transactions contemplated by this Agreement.

The execution, delivery and performance of this Agreement

by the

Company has

been duly

and validly

authorized by

all necessary

corporate action.

This Agreement

has

been

duly

executed

and

delivered

the

Company

and

(assuming

due

authorization,

execution

and

delivery

the

Stockholder

Parties),

constitutes

the

legal,

valid

and

binding

obligation

the

Company,

enforceable

against

accordance

with

its

terms,

subject

(a) applicable

bankruptcy,

insolvency,

fraudulent

conveyance

and

other

similar

laws

and

(b) general

principles

equity,

including

equitable

defenses and limits as to the availability of equitable remedies,

whether such principles are considered in a

proceeding at law or in equity.

4.2

Conflicts; Consents

and Approvals.

The execution

and delivery

of this Agreement and

the

consummation

the

transactions

contemplated

this Agreement

the

Company

not

and

will

not

(a) violate,

conflict

with,

result

breach

any

provision

of,

constitute

default

under,

(i) the

Current

Charter

the

Bylaws,

(ii) subject

obtaining

the

Credit

Agreement

Amendment,

any

agreement,

indenture,

mortgage,

other

instrument

which

the

Company

party

which

the

Company is or

may be bound

or to which

any of the

Company’s property or

assets is subject;

(b) violate any

order, writ,

injunction, decree,

statute, rule

or regulation

applicable to

the Company;

or (c) require

any action

consent

approval

of,

review

by,

registration

material

filing

with

any

governmental

authority,

other

than

the

filing

the

Information

Statement

and

other

disclosures

with

the

SEC

compliance

with

the

Exchange Act

and

otherwise

contemplated

Exhibit A

connection

with

the

registration of the Subject Shares pursuant to a Resale Shelf Registration Statement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EACH STOC

HOLDER PARTY

As an

inducement to

enter into

this Agreement

and to

consummate the

transactions contemplated

hereby, each Stockholder Party represents and warrants to the Company as follows:

5.1

Power and

Authority.

Each Stockholder Party has full

capacity and all requisite

right, power

and authority to enter into and deliver this

Agreement, to perform such party’s obligations hereunder and to

consummate the transactions

contemplated by this

Agreement.

This Agreement

has been duly

executed and

delivered

such

Stockholder

Party

and

(assuming

due

authorization,

execution

and

delivery

the

Company), constitutes the

legal, valid and

binding obligation of

such Stockholder Party,

enforceable against

such

party

accordance

with

its

terms,

subject

(a) applicable

bankruptcy,

insolvency,

fraudulent

conveyance and

other

similar laws

and (b)

general principles

equity, including

equitable

defenses and

limits as to the availability of equitable remedies, whether such

principles are considered in a proceeding at

law or in equity.

5.2

Conflicts; Consents

and Approvals.

The execution

and delivery

of this Agreement and

the

consummation of

the transactions

contemplated by

this Agreement by

such Stockholder

Party do

not and

will not (a) violate, conflict with, or result in

a breach of any provision of, or constitute

a default under, any

agreement, indenture, mortgage, or other

instrument to which such Stockholder

Party is a party or

by which

such Stockholder Party is

or may be bound

or to which any

of such Stockholder Party’s

property or assets

subject;

(b) violate

any

order,

writ,

injunction,

decree,

statute,

rule

regulation

applicable

such

Stockholder Party or

the applicable Subject

Shares; or (c) require

any action or

consent or approval

of, or

review by,

or registration or

material filing

by it

with any

governmental authority,

other than

one or

amendments to the Schedule 13D, as amended, filed by

Adolphus B. Baker and others with the SEC and as

otherwise contemplated in Exhibit A in connection with the registration of the Subject Shares pursuant to a

Resale Shelf Registration Statement.

5.3

Securities Laws.

As of

the date

hereof, each

Stockholder Party

represents and

warrants to

and agrees with the Company as follows with respect to securities laws:

(a)

Such

Stockholder

Party

“accredited

investor”

(as

that

term

defined

Rule 501 of Regulation D under the Securities Act).

(b)

Such Stockholder

Party, together

with such

party’s legal,

financial and

other advisors,

has such knowledge

and experience in

financial and business

matters and is

capable of evaluating

the merits

and

risks

the

transactions

contemplated

this Agreement

make

informed

decision

with

respect thereto.

(c)

Such

Stockholder

Party

(i) has

received

all

information

that

such

party

and

such

party’s advisors deem

necessary to make

an informed decision

with respect to

the transactions contemplated

by this Agreement; (ii) has

had the unrestricted opportunity to make such investigation

as such Stockholder

Party and such

advisors desire pertaining

to the Company and

its capital stock

and to verify any

information

with

respect

the

Company

and

its

capital

stock;

and

(iii) has

had

the

opportunity

ask

questions

representatives of the Company concerning the Company and its capital stock.

ARTICLE VI

MISCELLANEOUS

6.1

Survival.

All representations, warranties

and obligations contained

in this Agreement shall

survive the consummation of the transactions contemplated by this Agreement.

6.2

Counterparts.

This

Agreement

may

executed

any

number

counterparts,

which

together shall constitute one and the same Agreement.

The parties may execute more than one copy

of the

Agreement, each of which shall constitute an original.

6.3

Entire

Agreement.

This

Agreement (including

the Schedules

and Exhibits

hereto) constitutes

the entire agreement between

the parties and supersedes

all prior agreements,

understandings, arrangements

representations

between

the

parties,

written

and

oral,

with

respect

the

subject

matter

hereof.

Consistent with the

foregoing and for

the avoidance of

doubt, that certain Agreement Regarding Common

Stock dated as

of July 20, 2018 by

and among the

Company and the

Members, among others,

will terminate

upon execution and delivery of this Agreement.

6.4

Third Party

Beneficiaries.

Nothing in

this

Agreement, express

or implied,

is intended

or shall

be construed to create any third party beneficiaries.

6.5

Governing Law; Jurisdiction.

This Agreement shall be governed by the laws of the State of

Delaware, without giving effect to the conflict of laws principles thereof.

6.6

Amendment; Waiver.

This Agreement may

not be altered, amended or supplemented

except

by an agreement in writing signed by each

of the parties hereto.

Any provision of this Agreement may not

be waived without a written instrument from the waiving party with respect to each such waiver.

6.7

Specific Performance.

The parties

acknowledge and

agree that

any breach

of the

terms of

this Agreement would

give rise

to irreparable

harm for

which money

damages would

not be

an adequate

remedy and accordingly the parties hereto agree that, in addition to any

other remedies, each party shall be

entitled to enforce the terms of this

Agreement by a decree of specific performance

without the necessity of

proving the inadequacy of money damages as a remedy.

6.8

Notices.

All notices, requests,

claims, demands

and other

communications hereunder shall

be in

writing and

shall be

given or

made (and

shall be

deemed to

have been

duly given

or made

upon receipt)

by delivery

in person,

by courier

service or

by registered

or certified

mail to

the respective

parties at

the

addresses set forth on Schedule 1 (or at such other address for

a party as shall be specified in a notice given

in accordance with this Section),

with a copy (which shall

not constitute notice) to

the counsel of such

party

as set forth on Schedule 1.

6.9

Severability.

If any term or other provision of this

Agreement is invalid, illegal or incapable

of being enforced by any rule

of law, or public policy, all

other conditions and provisions of this

Agreement

shall

nevertheless

remain

full

force

and

effect

long

the

economic

legal

substance

the

transactions contemplated herein are not affected in any manner materially adverse to any party hereto.

6.10

Assignment.

Neither this

Agreement nor any of

the rights, interests or

obligations hereunder

shall be assigned by any of the parties (whether by operation of law or otherwise)

without the prior written

consent of the other parties.

Subject to the preceding sentence, this

Agreement shall be binding upon, inure

the

benefit

and

enforceable

the

parties

and

their

respective

successors

and

assigns.

Not

limitation of

the generality

of the

foregoing, this Agreement shall

be binding

upon, inure

to the benefit

and be

enforceable by

the estate

and heirs

of any

individual Stockholder

Party after

such Stockholder

Party’s

death.

Notwithstanding

anything

this

Agreement

(including

Exhibit A

hereto)

the

contrary,

the

registration rights provided hereunder are personal to each Member and may not be transferred or assigned

without the prior written consent of the Special Committee.

6.11

Fees

and

Expenses.

Except

otherwise

may

provided

this Agreement

(including

Exhibit A hereto), all

costs and

expenses incurred

in connection

with this Agreement

and the

transactions

contemplated by this Agreement,

including, to the

extent applicable, any

stock transfer

or similar taxes

brokerage or similar fees, shall be the responsibility of and shall be paid by the party incurring such fees or

expenses, regardless

of whether

the transactions

contemplated by

this Agreement are

consummated.

The

obligations

the

parties

with

respect

expenses

Resale

Shelf

Registration

Statement

and

Takedown are set forth on Exhibit A hereto and are incorporated herein by reference.

6.12

Further Assurances.

Each of the parties hereto shall use such party’s reasonable best efforts

to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or

advisable

under

applicable

law,

and

execute

and

deliver

such

documents

and

other

papers,

may

required

carry

out

the

provisions

this

Agreement

and

consummate

and

make

effective

the

transactions contemplated by this Agreement.

6.13

LEGAL

REPRESENTATION.

EACH

STOCKHOLDER

PARTY

HEREBY

ACKNOWLEDGES

THAT

SUCH

STOCKHOLDER

PARTY

HAS

BEEN ADVISED

SEEK, AND

HAS HAD

THE OPPORTUNITY

SEEK, INDEPENDENT

LEGAL COUNSEL TO

REVIEW THIS

AGREEMENT

SUCH

STOCKHOLDER

PARTY’S

BEHALF.

EACH

STOCKHOLDER

PARTY

FURTHER

ACKNOWLEDGES

AND

AGREES

THAT

ROB

HOLLADAY

(THE

COMPANY’S

GENERAL COUNSEL), SIDLEY AUSTIN LLP AND JONES

WALKER LLP ARE LEGAL COUNSEL

SOLELY TO THE COMPANY AND DO NOT REPRESENT ANY

OF THE STOCKHOLDER PARTIES

WITH

RESPECT TO

THIS AGREEMENT

OR ANY

THE

OTHER

DOCUMENTS

OR ACTIONS

TAKEN IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT

LIMITATION, THE

REGISTRATION RIGHTS PROVISIONS CONTAINED IN EXHIBIT A

AND THE DAUGHTERS’

LLC

AMENDMENT.

6.14

WAIVER

JURY

TRIAL.

EACH

THE

PARTIES

HERETO

HEREBY

IRREVOCABLY WAIVES

ALL

RIGHT TO

TRIAL

BY JURY

IN ANY ACTION,

PROCEEDING

COUNTERCLAIM

(WHETHER

BASED

CONTRACT, TORT,

OTHERWISE) ARISING

OUT

RELATING

THIS

AGREEMENT

THE

ACTIONS

ANY

PARTY

HERETO

NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.15

EXCLUSIVE

FORUM.

EACH

PARTY

THIS

AGREEMENT

HEREBY

IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY

THE

STATE

DELAWARE

(OR

SUCH

COURT

DOES

NOT

HAVE

SUBJECT

MATTER

JURISDICTION, ANY OTHER STATE COURT

OF THE STATE

OF DELAWARE OR

THE FEDERAL

COURTS

LOCATED

THE

STATE

DELAWARE)

IN ANY ACTION,

SUIT

PROCEEDING

ARISING IN CONNECTION WITH THIS AGREEMENT, AND

AGREES THAT ANY

SUCH ACTION,

SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN THE COURT OF

CHANCERY (OR SUCH

OTHER

COURTS

IDENTIFIED

HEREIN

THE

COURT

CHANCERY

DOES

NOT

HAVE

SUBJECT

MATTER

JURISDICTION) AND

WAIVES ANY

OBJECTION

BASED

FORUM

NON

CONVENIENS

ANY

OTHER

OBJECTION

VENUE

THEREIN;

PROVIDED,

HOWEVER,

THAT

SUCH

CONSENT

JURISDICTION

SOLELY

FOR

THE

PURPOSE

REFERRED

THIS

PARAGRAPH AND

SHALL NOT

DEEMED

BE A

GENERAL SUBMISSION

THE

JURISDICTION OF SUCH COURTS OR IN THE

STATE OF DELAWARE OTHER THAN FOR SUCH

PURPOSE.

SERVICE OF PROCESS ON

A PARTY

TO ANY

SUCH ACTION, SUIT

OR PROCEEDING

SHALL BE EFFECTIVE IF DELIVERED TO SUCH PARTY

IN ACCORDANCE WITH SECTION 6.8.

[Signature Page Follows; Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly

executed

as of the date first set forth above.

COMPANY:

CAL-MAINE FOODS, INC.

By: /s/ Max P. Bowman

Max P. Bowman

Vice President and Chief Financial Officer

STOCKHOLDER PARTIES:

DLNL, LLC

By: /s/ Adolphus B. Baker

Adolphus B. Baker

Managing Member

/s/ Dinnette Adams Baker

Dinnette Adams Baker

/s/ Luanne Adams

Luanne Adams

/s/ Nancy Adams Briggs

Nancy Adams Briggs

/s/ Laurel Adams Krodel

Laurel Adams Krodel

/s/ Adolphus B. Baker

Adolphus B. Baker

COMPANY

Address:

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

With a copy to counsel:

Rob Holladay

Vice President and General Counsel

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

DAUGHTERS’ LLC

Address:

DLNL, LLC c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

DINNETTE ADAMS BAKER:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LUANNE ADAMS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

NANCY

ADAMS BRIGGS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LAUREL

ADAMS KRODEL:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

ADOLPHUS B. BAKER:

Address:

c/o Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601–948–6813

Fax:

601–969–0905

Email:

With a copy to counsel:

Name of Attorney:

Joseph E. Varner III

Name of Firm:

Brunini Law

Address:

190 East Capitol Street, Suite 190

Address (continued):

Jackson, MS 39201

Telephone:

Fax:

Email:

SUBJECT SHARES

TABLE I:

MEMBERS’ ECONOMIC BENEFICIAL

OWNERSHIP OF

COMMON SHARES AND CLASS A

THROUGH DAUGHTERS’ LLC

Member

Daughters’

LLC

Common

Units

Common

Underlying

Daughters’

LLC

Common

Units

Daughters’

LLC

Class A

Units

Class A

Underlying

Daughters’

LLC Class A

Units

Common

Underlying

Class A

Total

Economic

Beneficial

Ownership

of Common

Adolphus B. Baker

1,309,245

Dinnette Adams Baker

56,595

1,090,755

1,147,350

Luanne Adams

343,787

800,000

1,143,787

Nancy Adams Briggs

343,787

800,000

1,143,787

Laurel Adams Krodel

343,787

800,000

1,143,787

Total

1,087,956

4,800,000

5,887,956

TABLE II:

MEMBERS’ ECONOMIC BENEFICIAL

OWNERSHIP OF

COMMON SHARES NOT OWNED BY DAUGHTERS’

LLC,

BUT COVERED BY EXHIBIT A

REGISTRATION RIGHTS

Member

Common

Adolphus B. Baker

145,266

Dinnette Adams Baker

230,570

Adolphus B. Baker &

Dinnette Adams Baker, joint tenants

Luanne Adams

738

Nancy Adams Briggs

57,007

Laurel Adams Krodel

887

Total

434,514

REGISTRATION RIGHTS

This Exhibit A

to the

Agreement Regarding

Conversion (the

“Agreement”) describes

the agreements

of the

parties thereto

relating to

Resale Shelf

Registration Statements

and Takedowns.

Capitalized terms

used but not defined herein shall have the respective meanings set forth in the Agreement.

ARTICLE I

DEMAND RESALE SHELF REGISTRATION

1.1

General

(a)

Subject to

the terms

and conditions

of this

Exhibit A, the

Company shall,

promptly

after the

Class A Conversion Date, file

a shelf registration

statement with the

SEC in accordance

with the

Securities Act for

an offering

on a

delayed or

continuous basis

pursuant to

Rule 415 under

the Securities

Act (a “Resale Shelf Registration Statement”).

Subject to the terms of

the Agreement, the Company (with

the

cooperation

the

applicable

Members)

shall

cause

there

filed

with

the

SEC

Resale

Shelf

Registration Statement meeting

the requirements of

the Securities Act and such

Members shall be

entitled

to have

included therein

all of

the Subject

Shares.

If the

Company qualifies

as a

Well Known

Seasoned

Issuer (as defined in Rule 405 under the Securities Act), then, promptly after the Class A Conversion Date,

the

Company

will

file

Automatic

Shelf

Registration

Statement

(as

defined

Rule 405

under

the

Securities Act) on Form

S-3 (“Form

S-3ASR”), which will

become automatically effective.

As permitted

for a

Form S-3ASR,

such registration

statement will

not specify

which Members

may be

selling stockholders

or the number of shares to

be sold, and instead will register an

indeterminate amount of Subject Shares for

resale without identifying the selling stockholders.

Instead, the Members who will be

selling stockholders

and the Subject Shares to be sold will be disclosed

in a subsequent Resale Shelf Prospectus Supplement for

a Takedown (as such terms are defined

below).

Also, as permitted by Rule 456(b) under the Securities

Act,

the SEC registration fees shall not be paid at

the time of filing of such Form S-3ASR and,

instead, shall be

deferred and paid at the time of filing of such Resale Shelf Prospectus Supplement for a Takedown.

(b)

Following the effectiveness of a

Resale Shelf Registration Statement, the

applicable

Members shall be entitled to request the Company to file a prospectus or prospectus supplement (a “Resale

Shelf Prospectus Supplement”) with respect

thereto to effect a takedown

for an offering of Common

registered thereby (“Takedown”).

Any request made pursuant to this Section 1.1(b) shall be

made pursuant

to Section 2.3 of the Agreement, and shall specify the number of Subject Shares to be offered, the intended

methods

disposition

thereof

and

that

the

request

for

Resale

Shelf

Prospectus

Supplement.

Upon

receipt

request

from

Member,

the

Company

shall

provide

notice

all

other

Members

that

has

received a request to

file a Resale Shelf

Prospectus for a

Takedown to permit other

Members to permit them

to request to include their Subject Shares therein at the same time.

(c)

The

Special

Committee

shall

have

the

authority

approve

any

demands

for

Takedowns,

including

the minimum

number

of shares

to be

included,

the

timing

any Takedown,

how

frequently

Takedowns

may

permitted,

and

whether

require

standstill

agreements

from

the

selling

shareholders beyond what is required from the underwriters and, if so, the terms thereof.

1.2

Filing of Resale Shelf Registration Statement.

Following the Class A Conversion, the

Company shall:

(a)

File the Resale

Shelf Registration

Statement with

the SEC as

promptly as

practicable,

and

shall

use

the

Company’s

commercially

reasonable

efforts

have

the

registration

declared

effective

under the Securities Act as soon as reasonably practicable.

(b)

Continue

maintain

and

renew

the

Resale

Shelf

Registration

Statement

for

such

periods as approved by the Special Committee.

1.3

The Special

Committee shall

continue to

consider requests

for Takedowns

for

the Subject

Shares from a Member until the expiration of the Term.

1.4

A Resale Shelf Registration Statement shall be on

Form S-3 or any successor form provided

that the Company qualified for such form at the time.

1.5

If any Takedown

will involve

an underwritten offering

(whether on a

“firm,” “best efforts”

or “all reasonable

efforts” basis or

otherwise), or an agented

offering, the Company shall

have the right to

select one or more underwriters

and underwriters’ representatives to administer such underwritten offering

or the agents for such agented offering, subject to the consent of the applicable Members and their counsel,

which consent shall not be unreasonably withheld.

ARTICLE II

EDOWN PROCEDURES

2.1

Subject to approval

by the Special

Committee under Article I of this Exhibit A to effect

the

Takedown

any

Common

and

subject

Section 2.2

this

Exhibit A,

the

Company

shall,

expeditiously as practicable:

(a)

Prepare and file with the

SEC such amendments and supplements

to the Resale Shelf

Registration Statement

and the

prospectus used

in connection

with such

registration statement

as may

necessary to comply

with the provisions

of the Securities Act, the

Exchange Act and rules and regulations

thereunder

with

respect

the

disposition

all

securities

covered

such

registration

statement

accordance with the method of disposition set

forth in such registration statement.

If the registration is for

an underwritten offering, the Company

shall amend the registration statement or

supplement the prospectus

whenever reasonably required

by the terms

of the underwriting

agreement.

Subject to Rule 415

under the

Securities Act, the Company shall amend the registration

statement or supplement the prospectus so

that it

will remain current

and in compliance

with the requirements

of the Securities Act

for such period

as shall

be approved

by the

Special Committee.

If any

event or

development occurs

as a

result of

which a

registration

statement or prospectus contains a misstatement

of a material fact or omits to

state a material fact required

to be stated

therein or necessary

to make the

statements therein not

misleading, the Company

shall promptly

notify

the

applicable

Members

and

their

counsel,

amend

the

registration

statement

supplement

the

prospectus so that

each will thereafter

comply with the

Securities

Act and furnish

to such Members

and their

counsel such amended or supplemented prospectus

for use in the offer and sale

of Common Shares covered

by such registration statement.

Pending such amendment or

supplement, such Members shall

cease making

offers and sales of Common Shares pursuant to the prior prospectus.

In the event that any Common Shares

included

registration

statement

remain

unsold

following

all

Takedowns

approved

the

Special

Committee, the Company may file a post-effective amendment to the

registration statement for the purpose

of removing such securities from registered status.

(b)

Furnish to the

applicable Members and

their counsel such

numbers of copies

of the

registration statement,

any pre-effective

or post-effective

amendment thereto,

the prospectus,

including each

preliminary prospectus

and any

amendments or

supplements thereto,

in each

case in

conformity with

the

requirements

the

Securities Act

and

the

rules

thereunder,

and

such

other

documents

such

Members and their counsel may reasonably request in order to facilitate the disposition of Common Shares

owned by such Members.

(c)

the

extent

necessary,

use

the

Company’s

commercially

reasonable

efforts

(i) to

or Blue Sky

laws of such

states or U.S.

jurisdictions as shall

be reasonably requested

by the underwriters’

representative or agent (as applicable,

or if inapplicable, the applicable

Members and their counsel), (ii) to

keep such registration or qualification in

effect for so long as such registration

statement remains in effect,

and (iii) to

obtain the

withdrawal of

any order

suspending the

effectiveness of

a registration

statement, or

the lifting of

any suspension of

the qualification (or

exemption from qualification)

of the offer

and sale of

any of

such Common

Shares in

any jurisdiction,

at the

earliest possible

moment; provided,

however, that

the Company shall

not be required

in connection therewith

or as a

condition thereto to

qualify to do

business

or to file a general consent to service of process in any such states or jurisdictions.

(d)

the

event

any

underwritten

agented

offering,

enter

into

and

perform

the

Company’s

obligations

under

underwriting

agency

agreement

(including

indemnification

and

contribution

obligations

underwriters

agents),

usual

and

customary

form,

with

the

managing

underwriter or underwriters of or

agents for such offering, and

(i) make such representations and warranties

to the underwriters’

representative or agent

with respect to

the business of

the Company and

its subsidiaries,

the registration statement or prospectus,

in each case, in form,

substance and scope as are

customarily made

issuers

underwriters

underwritten

offerings

and

confirm

the

same

and

when

requested

and

(ii) deliver

such

documents

and

certificates

may

reasonably

requested

the

applicable

Members,

their

counsel,

the

underwriters’ representative

agent,

any,

evidence

the

continued

validity

the

representations and

warranties of

the Company

and its

subsidiaries made

pursuant to

clause (i) above

and

to evidence compliance with any customary

conditions contained in the underwriting agreement

or similar

agreement

entered

into

the

Company.

The

foregoing

actions

shall

taken

connection

with

each

closing

under

such

underwriting

similar

agreement

and

the

extent

required

thereunder.

The

Company

shall

also

cooperate

with

the

applicable

Members

and

their

counsel

and

the

underwriters’

representative

agent

for

such

offering

the

marketing

the

Common

Shares,

including

making

available,

commercially

reasonable

basis,

the

Company’s

officers,

accountants,

counsel,

premises,

books and

records for

such purpose,

but the

Company shall

not be

required to

incur any

material out-of-

pocket expense pursuant to this sentence.

(e)

In the event

of any underwritten

or agented offering,

the Company and

members of

its management

(which shall

include the

Chief Executive

Officer and

the Chief

Financial Officer

or such

other

members

its

management

acceptable

the

underwriters’ representative

agent,

any)

shall

participate in roadshows and other

similar selling efforts as the

underwriters’

representative or agent, if any,

shall reasonably deem

to be necessary;

provided, however, the

Company and members

of its management

shall not

be obligated

to participate

in more

than a

total of

two roadshows

or other

similar selling

efforts

with respect to the Subject Shares.

(f)

Promptly notify

the applicable

Members and

their counsel

of any

stop order

issued

or threatened

to be

issued by

the SEC

in connection

therewith (and

take commercially

reasonable actions

required to prevent the entry of such stop order or to remove it if entered).

(g)

Make

generally

available

the

Company’s

security

holders

copies

all

periodic

reports, proxy statements, and other

information referred to in Section 6.1

below, and an earnings statement

satisfying the provisions

of Section 11(a) of

the Securities

Act no later

than 90 days following

the end of

the

12-month period beginning with the first month of the Company’s first fiscal quarter commencing after the

effective date of each registration statement filed pursuant to this Agreement.

(h)

Make

available

for

inspection

the

applicable

Members

and

their

counsel,

any

underwriter participating in such

offering and the representatives

of such Members and

the underwriter (but

not

than

one

firm

counsel

each),

all

financial

and

other

information

shall

reasonably

requested

them,

and

provide

such

Members

and

their

counsel,

any

underwriter

participating

such

offering and the representatives thereof the opportunity, on a commercially

reasonable basis, to discuss the

business

affairs

of the

Company

with

appropriate

officers and

independent

public accountants

who have

certified

the

audited

financial

statements

included

such

registration

statement,

each

case

all

necessary to

enable them

to exercise

their due

diligence responsibility

under the

Securities Act; provided,

however, that any records, information or documents that are designated by the

Company as confidential at

the time

of delivery

of such

records, information

or documents

shall be

kept confidential by

such persons

unless (i) such records, information

or documents are in

the public domain or

otherwise publicly available

(other than by

reason of breach

of this confidentiality

provision), (ii) disclosure of

such records, information

or documents

is required

by court

or administrative

order or

is necessary

to respond

to inquiries

of regulatory

authorities,

(iii) disclosure

such

records,

information

documents,

the

reasonable

opinion

counsel to such

person, is otherwise

required by law

or regulation (including,

without limitation, pursuant

to the requirements of

the Securities

Act or regulations promulgated

thereunder); provided, however, that

the case of

clauses (ii) and (iii) of

this Section 2.1(h), prior

to making such

disclosure, such Members

and

their

counsel

shall

consult

with

the

Company

and

its

counsel

the

necessity

such

disclosure,

the

timing

and

content

such

disclosure

and

the

nature

and

wording

such

disclosure

and

shall

use

its

reasonable

best

efforts

obtain,

the

Company’s

expense,

confidential

treatment

such

records,

information or documents,

or portions thereof.

Also, to the

extent possible, the

Company shall be

given a

reasonable opportunity

to intervene

with the

appropriate authorities

in order

to prevent

disclosure of

such

records, information or documents, or portions thereof.

(i)

Use the

Company’s commercially

reasonable efforts

to obtain

a so-called

“comfort

letter” from its independent public accountants, and legal opinions of counsel to the Company addressed to

the applicable Members, or the underwriters’ representative or agent, as applicable, in customary form and

covering such matters of

the type customarily covered

by such letters, and

in a form that

shall be reasonably

satisfactory to such

Members and their

counsel or the

underwriters’ representative or agent, as

applicable.

The Company

shall furnish

to such

Members and

their counsel

a signed

counterpart of

any such

comfort

letter

legal

opinion.

Delivery

any

such

opinion

comfort

letter

shall

subject

the

recipient

furnishing

such

written

representations

acknowledgements

are

customarily

provided

sellers

securities who receive such comfort letters or opinions.

(j)

Take such other actions as are commercially

reasonably required in order to expedite

or facilitate the effectiveness of the Takedown of the Subject Shares approved by the Special Committee.

2.2

Grace Periods

(a)

Notwithstanding

anything

the

contrary

the

Agreement

(including

this

Exhibit A):

(i)

the Company shall be entitled to postpone the

filing or effectiveness of, or, at

any time after a

Resale Shelf Registration Statement has

been declared effective by the

SEC,

suspend

the

use

of,

Resale

Shelf

Registration

Statement

(including

the

Resale

Shelf

Prospectus

Supplement

included

therein)

the

good

faith

judgment

the

Special

Committee,

such

registration,

offering

use

could

reasonably

expected

materially

affect

the

Company

adverse

manner,

materially

interfere

with

any

significant

transaction

under

consideration

the

Company,

would

require

the

disclosure

information that has

not been, and

is not otherwise

required to be,

disclosed to the

public and

the

premature

disclosure

which

could

reasonably

expected

materially

affect

the

Company in an adverse manner; and

(ii)

any

time

after

Resale

Shelf

Registration

Statement

has

been

declared

effective

the

SEC,

the

Company

may

delay

the

disclosure

material

non-public

information concerning the

Company if the

disclosure of such

information at the

time would,

the

good

faith

judgment

the

Special

Committee,

adversely

affect

the

Company

(the

period of

a postponement

or suspension

as described

in Section 2.2(a)(i)

of this

Exhibit A

and/or a delay described

in this Section 2.2(a)(ii), a

“Grace Period”), but

only if neither the

Company nor any

Member has a

duty to disclose

such material

non-public information

under

applicable law.

(b)

The Company

shall promptly

(i) notify the

Members in

writing of

the existence

circumstances giving

rise to

a Grace

Period (provided,

however, that

the Company

shall not

disclose the

substance of

such circumstances,

including any

related material

non-public information,

to any

Member,

without the

express consent

of such

Member) or

the need

to file

a post-effective

amendment or

amended

Resale Shelf

Prospectus Supplement,

as applicable,

and the

date on

which such

Grace Period

will begin,

(ii) use

commercially

reasonable

efforts

terminate

Grace

Period

promptly

practicable

and

(iii) notify the Members in writing of the date on which the Grace Period ends.

(c)

The duration of any single Grace Period shall not exceed

90 days, and the aggregate

duration of all Grace Periods in total shall

not exceed 120 days.

For purposes of determining the length of

a Grace Period, the Grace Period shall be

deemed to begin on and include the date

the Members receive the

notice referred to

in clause (i)

of Section 2.2(b)

of this

Exhibit A and shall end

on and

include the

later of

(i) the date the Members receive the notice referred to in clause (iii) of Section 2.2(b) of this Exhibit A and

(ii) the date referred to in such notice.

ARTICLE III

MEM

ERS’ O

LIGATIONS

3.1

It shall

be a

condition precedent

to the

obligations of

the Company

to take

any action

pursuant

to this Agreement with respect to the Subject Shares of a Member that such Member shall:

(a)

Furnish

the

Company

such

information

regarding

such

Member,

the

number

Common

beneficially

owned

such

Member

(within

the

meaning

the

Rule 13d-3

under

the

Exchange

Act), and

the intended

method of

disposition of

such Member’s

Subject Shares

as shall

be required

to effect the registration and Takedown of his or her Subject Shares, and to cooperate with the Company in

preparing such registration and Takedown; and

(b)

Agree

sell

Common

the

underwriters

the

price

and

terms

and

conditions, including the payment

of commissions, fees, costs

and expenses, set forth

in, and to execute,

the

underwriting agreement agreed to by such Member and the Company.

(c)

The

Members

shall

agree

standstill

agreement

the

extent

requested

the

Special Committee in connection with any Takedown.

ARTICLE IV

EXPENSES OF REGISTRATION

4.1

The Members participating in a Takedown, on the one hand, and

the Company, on the other

hand, shall

each bear

and pay

50% of

all expenses

incurred in

connection with

any registration,

filing, or

qualification of

Common Shares

with respect

to any

Resale Shelf

Registration Statement

(excluding any

underwriting

discounts

and

selling

commissions

and

all

legal

fees

and

expenses

legal

counsel

for

the

applicable Members), including

all registration, filing

and National Association of Securities

Dealers, Inc.

fees, all rating agency fees,

stock exchange listing fees, all

fees and expenses of complying

with securities

or blue

sky laws

(including fees

and expenses

of underwriters

counsel), all

word processing,

duplicating

and

printing

expenses,

messenger

and

delivery

expenses,

the

fees

and

disbursements

counsel

for

the

Company, and of

the Company’s independent

registered public accountants,

including the

expenses of “cold

comfort” letters required

by or incident

to such performance and

compliance (the “Registration Expenses”);

provided, however, that

if the Company

participates as an

issuer or seller

in any

Takedown, it will

pay 100%

of such costs

(excluding any underwriting

discounts and selling

commissions or any

legal fees and

expenses

of legal counsel for the applicable Members) and will pay its respective underwriting discounts and selling

commissions.

The Members participating in the Takedown will pay the fees to be paid by the Members on

a pro rata basis based on the number of shares being sold.

ARTICLE V

INDEMNIFICATION; CONTRI

UTION

5.1

If any Common Shares are included in a registration statement under this Exhibit A:

(a)

the

extent

permitted

applicable

law,

the

Company

shall

indemnify

and

hold

harmless each Member, such party’s heirs

(if applicable), successors and permitted assigns,

against any and

all

losses,

claims,

damages,

liabilities

and

reasonable

expenses

(joint

several),

including

reasonable

attorneys’ fees

and

disbursements

and

expenses

investigation,

incurred

such

party

pursuant

any

actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing persons may

become subject

under the

Securities Act, the

Exchange Act or

other federal

or state

laws, insofar

as such

losses,

claims,

damages,

liabilities

and

reasonable

expenses

arise

out

are

based

upon

any

the

following statements, omissions or violations (collectively a “Violation”):

(i)

Any untrue statement or alleged untrue

statement of a material fact contained

such

registration

statement,

including

any

preliminary

prospectus

final

prospectus

contained therein, or any amendments or supplements thereto;

(ii)

The omission

or alleged

omission to

state therein

a material

fact required

be stated therein, or necessary to make the statements therein not misleading; or

(iii)

Any violation or alleged violation by

the Company of the Securities Act,

the

Exchange Act,

any applicable

state securities

law or

any rule

or regulation

promulgated under

the Securities Act, the Exchange Act or any applicable state securities law;

provided, however, that the indemnification required by this

Section 5.1 shall not apply to amounts paid in

settlement of

any such

loss, claim,

damage, liability

or expense

if such

settlement is

effected without

the

consent of the

Company, nor shall the

Company be liable in

any such case

for any such

loss, claim, damage,

liability or expense to

the extent that

it arises out of

or is based upon

a Violation that occurs

in reliance upon

and in

conformity with

written information

furnished to

the Company

by the

indemnified party

expressly

for use in connection

with such registration;

provided further that

the indemnity agreement

contained in this

Section 5.1 shall not apply to any underwriter to the extent that

any such loss is based on or arises out of an

untrue statement or alleged

untrue statement of a

material fact, or an

omission or alleged omission to

state

a material fact, contained in or omitted

from any preliminary prospectus if the final

prospectus shall correct

such untrue statement or alleged untrue statement, or

such omission or alleged omission, and a copy of

the

final prospectus

has not

been sent

or given

to such

person at

or prior

to the

confirmation of

sale to

such

person if such underwriter was under

an obligation to deliver such final

prospectus and failed to do so.

The

Company shall also

indemnify underwriters,

selling brokers,

dealer managers

and similar

securities industry

professionals participating

in the

distribution, their

officers, directors,

agents and

employees and

each person

who

controls

such

persons

(within

the

meaning

Section 15

the

Securities Act

Section 20

the

Exchange Act) to the same extent as provided above with respect to the indemnification of the Members.

(b)

the

extent

permitted by

applicable

law,

each

Member

shall indemnify

and

hold

harmless

the

Company,

each

its

directors,

each

its

officers

who

shall

have

signed

the

registration

statement, each person, if any, who controls the Company within the meaning of the Securities

Act, against

any

and

all

losses,

claims,

damages,

liabilities

and

reasonable

expenses

(joint

and

several),

including

reasonable attorneys’

fees and disbursements

and expenses of

investigation, incurred by

such party pursuant

to any actual

or threatened action,

suit, proceeding or

investigation, or to

which any of

the foregoing

persons

may otherwise

become subject

under the

Securities Act, the

Exchange Act or

other federal

or state

laws,

insofar as

such losses,

claims, damages, liabilities

and reasonable

expenses arise

out of or

are based upon

any Violation by such Member,

in each case to the

extent (and only to the

extent) that such Violation

occurs

reliance

upon

and

conformity

with

written

information

furnished

such

Member

such

party’s

counsel expressly for use in connection with such registration; provided, however, that the indemnification

required by

this Section 5.1(b)

shall not

apply to

amounts paid

in settlement

of any

such loss,

claim, damage,

liability or expense if settlement is effected without the consent of the such Member.

(c)

Promptly after receipt by an indemnified party under

this Section 5.1 of notice of the

commencement of

any action,

suit, proceeding,

investigation or

threat thereof

made in

writing for

which

such indemnified party may

make a claim under

this Section 5.1, such indemnified

party shall deliver to

the

indemnifying party a

written notice of

the commencement thereof

and the indemnifying

party shall have

the

right

participate

in,

and,

the

extent

the

indemnifying

party

desires,

jointly

with

any

other

indemnifying party

similarly noticed,

to assume

the defense

thereof with

counsel mutually

satisfactory to

the parties; provided, however, that an indemnified party shall have the

right to retain its own counsel, with

the

fees

and

disbursements

and

expenses

paid

the

indemnifying

party,

representation

such

indemnified party by

the counsel retained

by the indemnifying

party would be

inappropriate due to

actual

potential

differing

interests

between

such

indemnified

party

and

any

other

party

represented

such

counsel

such

proceeding.

The

failure

deliver

written

notice

the

indemnifying

party

within

reasonable time following the commencement of any such action, if prejudicial to its ability to defend such

action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.1

but

shall

not

relieve

the

indemnifying

party

any

liability

that

may

have

any

indemnified

party

otherwise

than

pursuant

this

Section 5.1.

Any

fees

and

expenses

incurred

the

indemnified

party

(including

any

fees

and

expenses

incurred

connection

with

investigating

preparing

defend

such

action or

proceeding) shall

be paid

to the

indemnified party,

as incurred,

within 30 days

of written

notice

thereof to

the indemnifying

party; provided,

however, that

such notice

is accompanied

by an

appropriate

undertaking to reimburse the

indemnifying party if it

is ultimately determined that

an indemnified party is

not

entitled

indemnification

hereunder.

Any

such

indemnified

party

shall

have

the

right

employ

separate counsel

in any

such action,

claim or

proceeding and

to participate

in the

defense thereof,

but the

fees

and

expenses

such

counsel

shall

the

expenses

such

indemnified

party

unless

(i) the

indemnifying party has agreed

to pay such fees

and expenses or (ii) the

indemnifying party shall have

failed

to promptly

assume the

defense of

such action,

claim or

proceeding or

(iii) the named

parties to

any such

action, claim or proceeding (including

any impleaded parties) include both

such indemnified party and the

indemnifying party, and

such indemnified party

shall have been

advised by counsel

that there may

be one

legal

defenses

available

that

are

different

from

addition

those

available

the

indemnifying

party

and

that

the

assertion

such

defenses

would

create

conflict

interest

such

that

counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which

case, if

such indemnified

party notifies

the indemnifying

party in

writing that

it elects

to employ

separate

counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume

the defense

of such

action, claim

or proceeding

on behalf

of such

indemnified party,

it being

understood,

however, that the indemnifying party

shall not, in connection

with any one such action,

claim or proceeding

or separate but

substantially similar or

related actions, claims

or proceedings in

the same jurisdiction

arising

out of the same general allegations

or circumstances, be liable for

the reasonable fees and expenses

of more

than

one

separate

firm

attorneys

(together

with

appropriate

local

counsel)

any

time

for

all

such

indemnified parties, unless in the reasonable judgment of such

indemnified party a conflict of interest may

exist between such indemnified party and

any other of such indemnified parties with

respect to such action,

claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses

of such additional counsel

or counsels).

No indemnifying party shall

be liable to an

indemnified party for

any settlement

of any

action, proceeding

or claim

without the

written consent

of the

indemnifying party,

which consent shall not be unreasonably withheld.

(d)

the

indemnification

required

this

Section 5.1

from

the

indemnifying

party

unavailable

indemnified

party

hereunder

respect

any

losses,

claims,

damages,

liabilities

expenses referred to in this Section 5.1:

(i)

The indemnifying party, in lieu

of indemnifying such

indemnified party, shall

contribute to the

amount paid or

payable by such

indemnified party as

a result of

such losses,

claims,

damages,

liabilities

expenses

such

proportion

appropriate

reflect

the

relative fault

of the

indemnifying party

and indemnified

parties in

connection with

the actions

that

resulted

such

losses,

claims,

damages,

liabilities

expenses,

well

any

other

relevant

equitable

considerations.

The

relative

fault

such

indemnifying

party

and

indemnified parties

shall

determined

reference

to,

among other

things,

whether

any

Violation

has been committed

by,

or relates to

information supplied by,

such indemnifying

party

indemnified

parties,

and

the

parties’

relative

intent,

knowledge,

access

information

and

opportunity

correct

prevent

such

Violation.

The

amount

paid

payable by a party

as a result of

the losses, claims, damages,

liabilities and expenses referred

to above

shall be

deemed to

include, subject

to the

limitations set

forth in

this Section 5.1,

any legal or other fees

or expenses reasonably incurred by

such party in connection with

any

investigation or proceeding.

(ii)

The parties hereto agree that it

would not be just and

equitable if contribution

pursuant to this

Section 5.1 were determined

by pro rata

allocation or

by any other

method

of allocation

that does

not take

into account

the equitable

considerations referred

to in

this

Section 5.1.

person

guilty

fraudulent

misrepresentation

(within

the

meaning

Section 11(f) of the

Securities Act)

shall be

entitled to

contribution from any

person who

was

not guilty of such fraudulent misrepresentation.

(e)

If indemnification is

available under this

Section 5.1, the indemnifying

parties shall

indemnify each

indemnified party

to the

full extent

provided in

this Section 5.1

without regard

to the

relative

fault of such

indemnifying party or indemnified

party or any

other equitable consideration

referred to in

this

Section 5.1.

(f)

The obligations

of the

Company and

the Members

under this

Section 5.1 shall

survive

the completion

of any

offering of

Common Shares

pursuant to

a registration

statement under

this

Agreement,

and otherwise.

ARTICLE VI

OTHER COVENANTS OF THE COMPANY

6.1

The Company hereby agrees and covenants as follows:

(a)

The Company

shall file as

and when

applicable, on a

timely basis, all

reports required

to be filed by it under the Exchange Act.

(b)

The Company shall

not, directly or

indirectly, (i) enter into

any merger, consolidation

or reorganization in which the Company shall

not be the surviving corporation or (ii) sell

or agree to sell all

or substantially all the Company’s

assets, unless prior to such

merger, consolidation, reorganization or asset

sale,

the

surviving

corporation or

the transferee,

respectively,

shall

have agreed

writing

assume the

obligations of

the Company

under this Agreement, with

respect to

any securities

that the

Members would

entitled

receive

exchange

for

Common

pursuant

any

such

merger,

consolidation

reorganization.

[Remainder of Page Intentionally Left Blank]

FORM OF

RESTATED CHARTER

(Please see Exhibit 99.2 to Cal-Maine Foods, Inc.’s Current Report on Form 8-K filed on February 25,

2025)

OMITTED

FORM OF

RESTATED BYLAWS

(Please see Exhibit 99.3 to Cal-Maine Foods, Inc.’s Current Report on Form 8-K filed on February 25,

2025)

FORM OF

DAUGHTERS’ LLC

AMENDMENT

(See attached.)

DLNL, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

Dated as of February 25, 2025

TABLE OF CONTENTS

Recitals .......................................................................................................................................

Article I Defined Terms ............................................................................................................

1.1

Defined Terms .....................................................................................................

1.2

Interpretation .......................................................................................................

Article II Organization .............................................................................................................

2.1

Formation ............................................................................................................

2.2

Name ...................................................................................................................

2.3

Principal Office ...................................................................................................

2.4

Registered Office; Registered Agent

...................................................................

2.5

Purpose; Powers ..................................................................................................

2.6

Term ....................................................................................................................

2.7

Tax Status of the LLC .........................................................................................

2.8

No State Law Partnership

....................................................................................

Article III Units .........................................................................................................................

3.1

Units Generally

....................................................................................................

3.2

Authorization and Issuance of Class A Units

......................................................

3.3

Authorization and Issuance of Common Units ...................................................

3.4

Certificates Representing Units

...........................................................................

Article IV Members

...................................................................................................................

4.1

Admission of New Members

...............................................................................

4.2

No Personal Liability

...........................................................................................

4.3

No Withdrawal ....................................................................................................

4.4

Death ...................................................................................................................

4.5

Voting ..................................................................................................................

Article V Contribution of Company Shares ...........................................................................

5.1

Shares to be Contributed to LLC

.........................................................................

5.2

Contribution of Shares

.........................................................................................

5.3

Inspection, Disclosure and Public Filing of the Agreement

................................

Article VI Membership Certificates ........................................................................................

6.1

Issuance of Membership Certificates ..................................................................

6.2

Form of Certificates

.............................................................................................

6.3

Replacement of Certificates ................................................................................

6.4

Membership Interest Register .............................................................................

6.5

Record Date

.........................................................................................................

Article VII Redemption or Conversion of Shares ..................................................................

7.1

No Redemption of Class A Shares

......................................................................

7.2

Conversion

...........................................................................................................

7.3

Redemption of Common Shares

..........................................................................

7.4

Transfers of Shares

..............................................................................................

Article VIII Transfers of Membership Interests ....................................................................

8.1

Permissible Transfers; Restrictions on Transfer ................................................. 13

8.2

Transfers

..............................................................................................................

8.3

Transferees Bound by Agreement

.......................................................................

8.4

Other Requirements for Transfers

.......................................................................

Article IX Dividends and Certain Changes to Stock

..............................................................

9.1

LLC to Distribute Cash Dividends

......................................................................

9.2

Distributions other than Cash

..............................................................................

9.3

No Distributions in Violation of Law

..................................................................

9.4

Certain Changes to Class A Shares or Common Shares .....................................

Article X Capital Contributions; Capital Accounts

...............................................................

10.1

Initial Capital Contributions

................................................................................

10.2

Additional Capital Contributions ........................................................................

10.3

Maintenance of Capital Accounts .......................................................................

10.4

Succession Upon Transfer

...................................................................................

10.5

Treasury Regulations

...........................................................................................

Article XI Allocations

................................................................................................................

11.1

Allocation of Net Income and Net Loss

..............................................................

11.2

Tax Allocations ...................................................................................................

Article XII Management of LLC; Voting

and Other Rights and Powers of Members

......

12.1

Management of the LLC .....................................................................................

12.2

Managing Member Rights and Powers ...............................................................

12.3

Contributed Shares to be Voted

as a Unit ...........................................................

12.4

Failure to Achieve a Majority if there is more than one Managing Member

......

12.5

Certain Transactions Require Joint Consent of Managing Member and Non-Managing

Members

..............................................................................................................

12.6

Powers of LLC ....................................................................................................

12.7

Sale or Conversion of Contributed Shares by Managing Member .....................

12.8

Meetings and Procedures

.....................................................................................

12.9

Voting

by Managing Members if there are more than one Managing Member

12.10

Status of Managing Members

..............................................................................

12.11

Removal of Managing Member ..........................................................................

12.12

Resignation of Managing Members ....................................................................

12.13

Costs and Expenses .............................................................................................

12.14

Other Relationships Between Managing Member and Company

.......................

12.15

Compensation of Managing Member

..................................................................

12.16

Responsibility of Managing Member

..................................................................

12.17

Reliance by Managing Member ..........................................................................

12.18

Legal Compliance by Managing Member

...........................................................

Article XIII Exculpation and Indemnification .......................................................................

13.1

Exculpation; Indemnification of Members

..........................................................

Article XIV Records, Accounting and Tax

Matters

...............................................................

14.1

Records Required by the Delaware Act ..............................................................

14.2

Book and Records ...............................................................................................

14.3

Accounting Methods; Fiscal Year .......................................................................

14.4

LLC Funds

...........................................................................................................

14.5

Tax Matters Member ...........................................................................................

Article XV Dissolution and Liquidation

..................................................................................

15.1

Events of Dissolution ..........................................................................................

15.2

Effectiveness of Dissolution

................................................................................

15.3

Liquidation ..........................................................................................................

15.4

Cancellation of Certificate of Formation

.............................................................

Article XVI Representations and Warranties of Members

...................................................

16.1

Representations and Warranties ..........................................................................

Article XVII Covenants ............................................................................................................

17.1

Confidentiality

.....................................................................................................

Article XVIII General Provisions ............................................................................................

18.1

Successors and Assigns

.......................................................................................

18.2

Notices

.................................................................................................................

18.3

Amendment of Agreement

..................................................................................

18.4

Costs and Expenses .............................................................................................

18.5

Severability of Provisions ...................................................................................

18.6

Controlling Law; Submission to Jurisdiction; Specific Performance .................

18.7

Construction of Agreement .................................................................................

18.8

Multiple Counterparts

..........................................................................................

18.9

Entire Agreement ................................................................................................

18.10

No Third-party Beneficiaries

...............................................................................

Amended and Restated

Limited Liability Company Operating Agreement

dated as of February 25, 2025

This

AMENDED

AND

RESTATED

LIMITED

LIABILITY

COMPANY

OPERATING

AGREEMENT (the

“Agreement”) is

made as

of February 25, 2025

(the “Restatement

Date”), by

and among

DLNL, LLC (the

“LLC”), Adolphus B.

Baker, as the initial Managing

Member (“Managing Member”),

and

the Non-Managing

Members (“Non-Managing

Members”) identified

on the

signature pages

hereto (such

persons, together with

any Persons who become

members of the

LLC in accordance

with this Agreement,

the “Members”).

RECITALS

WHEREAS,

the

LLC

has

been

formed

invest

Class A

Common

Stock,

par

value

$0.01 per

share (“Class A

Shares”), and

shares of

Common Stock,

par value

$0.01 per

share (“Common

Shares”), of Cal-Maine Foods, Inc., a Delaware corporation (the “Company”);

WHEREAS, effective

as of

July 20, 2018, the

initial owners

of Membership

Interests entered

into

the Limited Liability Company Operating Agreement for the LLC (the “Existing Operating Agreement”);

WHEREAS, the

Company’s capital stock

consists of:

(i) Common Shares,

which are

publicly traded

the

NASDAQ

under

the

symbol

“CALM,”

and

(ii) Class A

Shares,

which

are

privately

held

and

not

publicly traded, but are

convertible on a share-for-share basis

into Common Shares at

any time at the

option

of the holder thereof;

WHEREAS, the

Common Shares

have one

vote per

share and

Class A Shares

have ten

votes per

share on

all matters

on which

such shares

are entitled

to vote

and certain

other differences,

but otherwise

have substantially similar rights, powers and privileges;

WHEREAS, each of the Members, including

Adolphus B. Baker, is

an Immediate Family Member

Permitted

Transferee

(in

each

case,

defined

the

Company’s

Second

Amended

and

Restated

Certificate of Incorporation, as amended from time to time (the “Restated Charter”));

WHEREAS, the LLC is also a Permitted Transferee;

WHEREAS, the LLC currently owns Common Shares, as well

as 100% of the outstanding Class

Shares;

WHEREAS,

the

Class A

currently

represent

over

50%

the

total

voting

power

the

outstanding

the

Company

the

election

directors

and

matters

other

than

the

election

directors;

WHEREAS,

the

Members

(and/or

their

respective

predecessors-in-interest)

formed

the

LLC

and

entered into the Existing

Operating Agreement to permit

the Immediate Family and

Permitted Transferees

to continue to own and retain, directly or indirectly, Class A Shares to maintain control of the Company,

order to provide for the long-term, stable and consistent ownership and governance of the Company;

WHEREAS, in furtherance of such

purpose, the Existing Operating Agreement

conferred upon the

Managing Member the right to vote and to act with respect to the Class A Shares and Common Shares that

they (and/or their respective predecessors-in-interest) have contributed to the

LLC, subject to the terms and

conditions of this Agreement;

WHEREAS, contemporaneously with the execution of

this Agreement, the LLC, the Members

and

the Company have entered

into that certain Agreement

Regarding Conversion dated as

of the Restatement

Date, pursuant

to which

the Company

has agreed

to take

certain corporate

actions to

address the

fact that

the LLC and the Members have expressed

a potential interest in monetizing all or

a portion of the Common

Shares owned

by the

LLC and

the Common

Shares underlying

the Class A

Shares owned

by the

LLC, which

corporate actions

include (a) amending

and restating

the Restated

Charter,

(b) amending and

restating the

Company’s Bylaws,

and (c) effective upon the conversion

by the LLC of all Class A Shares

into Common

Shares, granting

the LLC

and the

Members certain

rights to

cause the

sale or

transfer of

Common Shares

owned by

the LLC

or such

Members to

be registered

under the

Securities Act,

in each

case, on

the terms

and subject

to the

conditions set

forth therein

(as amended

from time

to time,

the “Agreement

Regarding

Conversion”);

WHEREAS, the Board of

Directors of the Company

(taking into account the

recommendation of a

Special Committee of the Board

of Directors, consisting solely of

independent directors) has approved the

Company’s

execution and performance

by the Company

of the Agreement

Regarding Conversion and

the

actions and transactions contemplated thereby; and

WHEREAS, in

consideration of

the foregoing

and in

order to

facilitate the

conversion of

Class

Shares contemplated

by the

Agreement Regarding

Conversion, the

LLC and

the Members

hereby amend

and restate the

Existing Operating Agreement,

in accordance with

the Delaware Limited

Liability Company

Act, as follows:

ARTICLE I

DEFINED TERMS

1.1

Defined Terms.

“Agreement Regarding Conversion” has the meaning set forth in the Recitals.

“Applicable

Law”

means

all

applicable

provisions

(a) constitutions,

treaties,

statutes,

laws

(including the common

law), rules, regulations,

decrees, ordinances, codes,

proclamations, declarations or

orders of any Governmental Authority; (b) any

consents or approvals of any Governmental

Authority; and

opinions, injunctions, judgments, awards, decrees of,

agreements with, any Governmental Authority.

“Business” has the meaning set forth in Section 2.5(a).

“Capital Account” has the meaning set forth in Section 10.3.

“Capital Contribution” means,

for any Member,

the total amount

of cash and

cash equivalents and

the value of any property contributed to the LLC by such Member.

“Class A Shares” means Class A Common Stock, par value $0.01 per share, of the Company.

“Class A Unit”

means a

Unit representing

a fractional

part of

the Membership

Interests issued

the LLC in exchange for one Class A Share.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means Common Stock, par value $0.01 per share, of the Company.

“Common Unit” means a

Unit representing a fractional

part of the Membership

Interests issued by

the LLC

in exchange

for one

Common Share

or in

connection with

the conversion

of Class

A Shares

accordance with Section 7.2.

“Company” means Cal-Maine Foods, Inc., a Delaware corporation.

“Contributed Shares” has the meaning set forth in Section 5.1.

“Daughters’

Revocable

Trust”

means

the

Fred

Adams,

Jr.

Daughters’

Trust

formed

under

agreement dated July 20, 2018, of which

Adolphus B. Baker and Jean

Reed Adams serve as co-trustees

and

Fred

Adams,

Jr.

the

lifetime

beneficiary,

and

which

his

four

daughters

are

remainderman

beneficiaries.

“Delaware Act”

means the

Delaware Limited

Liability

Company Act,

Title 6,

Chapter 18,

§§ 18-

101,

et seq.

, and any successor statute, as it may be amended from time to time.

“Effective Date” has the meaning set forth in Section 5.2(a).

“Existing Operating Agreement” has the meaning set forth in the Recitals.

“Governmental

Authority”

means

any

federal,

state,

local

foreign

government

political

subdivision thereof,

or any

agency or

instrumentality of

such government

or political

subdivision, or

any

self-regulated organization or

other non-governmental regulatory

authority or quasi-governmental

authority

(to the extent

that the rules,

regulations or orders

of such organization

or authority have

the force of

law),

or any arbitrator, court or tribunal of competent jurisdiction.

“Immediate Family Member” has the meaning set forth in the Recitals.

“Initial Dissolution Date” has the meaning set forth in Section 2.6(a).

“Joinder” means the Joinder agreement in form and substance attached hereto as Exhibit C.

“Joinder

of Managing

Member”

means the

Joinder of

Managing Member

agreement in

form

and

substance attached hereto as Exhibit D.

“Managing

Member”

means,

initially,

Adolphus

Baker,

such

other

Member

may

designated or become a Managing Member pursuant to the terms of this Agreement.

“Member” means (a) each

Person identified on

Exhibit B as of

the date hereof

as a Member

and who

has executed this Agreement or a counterpart thereof; and (b) and each Person who is hereafter

admitted as

a Member

in accordance

with the

terms of

this Agreement

and the

Delaware Act,

in each

case so

long as

such Person is shown

on the LLC’s books and records as

the owner of one

or more Units or

has entered into

an agreement

or commitment

to contribute

Class A Shares

and/or Common

Shares in

exchange or

one or

more Units.

The Members shall constitute the

“members” (as that term is

defined in the Delaware Act)

the LLC.

“Members Schedule” has the meaning set forth in Section 3.1.

“Membership

Certificate”

means

certificate

issued

the

LLC

Member

evidencing

Units

owned by such Member in accordance with Article VI of this Agreement.

“Membership Interest” means

an interest in

the LLC owned

by a Member, including

such Member’s

right (based on the type and

class of Unit or Units held

by such Member), as applicable, (a) to

a distributive

of net

income,

net losses

and other

items of

income, gain,

loss

and deduction

of the

LLC;

(b) to

distributive share of the

assets of the LLC;

to or otherwise participate

in any decision

of the Members as provided in this Agreement; and (d) to any and all other benefits to

which such Member

may

entitled

provided

this

Agreement

the

Delaware

Act.

The

Membership

Interest

each

Member shall be expressed as a

number of Class A Units or Common Units,

which Units shall be equal to

the number of Class A

Shares or Common Shares,

as applicable, that such

Member contributed in

exchange

for such Units,

taking into account

permitted conversions and

redemptions.

Exhibit F sets forth,

as of the

Restatement Date,

the number

of Class A

Units and

Common Units

held by

each Member,

together with

the number Class A Shares or Common Shares, as applicable, contributed by or on behalf of such Member

in exchange for such Units.

“Non-Managing Member” means at any time each Member that is not the Managing Member.

“Permitted Transferee”

has the meaning set forth in the Recitals.

“Person”

means

individual,

corporation,

partnership,

joint

venture,

limited

liability

company,

Governmental Authority, unincorporated organization,

trust, association or other entity.

“Restated Charter” has the meaning set forth in the Recitals.

“Revocable

Trust”

means

the

Daughters’

Revocable

Trust

and

any

successor

the

Daughters’

Revocable Trust.

“Restatement Date” has the meaning set forth in the Preamble.

“

Securities Act

”

means the Securities

Act of 1933,

as amended, or

any successor federal

statute, and

the rules and regulations thereunder, which shall be in effect at the time.

“Tax Matters Member” has the meaning set forth in Section 14.6(a).

“Treasury

Regulations”

means

the

final

temporary

regulations

issued

the

United

States

Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unit” means a unit representing a

fractional part of the Membership Interests

of the Members and

shall include all types

and classes of Units,

including the Class A Units

and the Common Units;

provided,

however, that

any type or

class of Unit

shall have the

privileges, preference, duties,

liabilities, obligations

and rights

set forth

in this

Agreement and

the Membership

Interests represented

by such

type or

class of

Unit shall be determined

in accordance with such

privileges, preference, duties,

liabilities, obligations and

rights.

1.2

Interpretation.

For

purposes

this

Agreement,

(a) the

words

“include,”

“includes”

and

“including”

shall

deemed

followed

the

words

“without

limitation”;

(b) the

word

“or”

not

exclusive; and (c) the

words “herein,” “hereof,”

“hereby,”

“hereto” and “hereunder”

refer to this

Agreement

as a whole.

The definitions given

for any defined

terms in this

Agreement shall apply

equally to both

the

singular and

plural forms

of the

terms defined.

Whenever the

context may

require, any

pronoun shall

include

the corresponding

masculine, feminine

and neuter

forms.

The headings

used herein

are for

convenience

only, are not

part of

the article,

section or

subsection to

which they

relate, and

are not

to be

used in

construing

the legal intent of this instrument.

Unless the context otherwise requires,

references herein:

(x) to Articles,

Sections, and Exhibits

mean the

Articles and Sections

of, and Exhibits

attached to, this

Agreement; (y) to

agreement,

instrument

other

document

means

such

agreement,

instrument

other

document

amended, supplemented

and modified

from time

to time

to the

extent permitted

by the

provisions thereof

and (z) to a statute means such statute as amended from time to time and includes any successor legislation

thereto and any regulations promulgated

thereunder.

This Agreement shall be construed without

regard to

any presumption or rule requiring

construction or interpretation against the

party drafting an instrument or

causing any

instrument to

be drafted.

The Exhibits

referred to

herein shall

be construed

with, and

as an

integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE II

ORGANI

ATION

2.1

Formation.

(a)

The LLC was

formed on or

prior to July 20, 2018,

pursuant to the

provisions of the

Delaware Act, upon the filing of the Certificate of Formation

of the LLC with the Secretary

of State of the

State of Delaware.

(b)

This Agreement

shall constitute

the “limited

liability company

agreement” (as

that

term is used in

the Delaware Act) of the LLC.

The rights, powers, duties,

obligations and liabilities of

the

Members

shall

determined

pursuant

the

Delaware Act

and

this Agreement.

the

extent

that

the

rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of

this Agreement

than they would

be under the

Delaware

Act in the

absence of such

provision, this

Agreement

shall, to the extent permitted by the Delaware Act, control.

2.2

Name.

The name

of the

LLC is

“DLNL, LLC”

or such

other name

or names

as the

Managing

Member may from time

to time designate; provided,

however, that the name shall always

contain the words

“Limited

Liability

Company”

the

abbreviation

“L.L.C.”

the

designation

“LLC.”

The

Managing

Member shall give prompt notice to each of the Members of any change to the name of the LLC.

2.3

Principal

Office.

The

principal

office

the

LLC

located

c/o

Cal-Maine

Foods,

Inc., 1052 Highland Colony Pkwy, Suite

200, Ridgeland, MS 39157, or such other place as may from time

to time be determined

by the Managing Member.

The Managing Member shall

give prompt notice of any

such change to each of the Members.

2.4

Registered Office; Registered Agent.

(a)

The

registered

office

the

LLC

shall

251 Little

Falls

Drive,

Wilmington,

19808 or

such other

office (which

need not

be a

place of

business of

the LLC)

as the

Managing Member

may designate from time to time in the manner provided by the Delaware Act and

Applicable Law.

(b)

The registered agent for service of process on the

LLC in the State of Delaware shall

be Corporation Service Company or such other Person or Persons as the Managing Member may designate

from time to time in the manner provided by the Delaware Act and

Applicable Law.

2.5

Purpose; Powers.

(a)

The

purpose

the

LLC

acquire,

vote

and

hold,

either

alone

with

other

Persons,

securities

the

Company,

convert

Class A

accordance

with

Section 7.2,

transfer

Common Shares in redemption of Common Units in accordance with Section 7.3 and to engage in any and

all

activities

necessary

incidental

thereto

(the

“Business”).

The

LLC

shall

not

engage

any

other

operating or investment activities.

(b)

The LLC shall have all the powers necessary or convenient to carry out the purposes

for which it is formed, including the powers granted by the Delaware Act.

2.6

Term

(a)

Initial Dissolution Date.

The term of the LLC commenced on the date the

Certificate of Formation of the LLC was filed with the Secretary of State of the State of Delaware.

The

LLC shall continue until the tenth anniversary after the death of Fred R. Adams, Jr. (the “Initial

Dissolution Date”), unless renewed or sooner dissolved and terminated as herein provided.

(b)

Extension.

Prior to the Initial Dissolution Date, subject to the consent of Members

holding no less than a majority of the voting power of the Units at the time, the Managing Member may

elect to extend the term of the LLC and this Agreement for an extended term of up to ten years after the

Initial Dissolution Date.

In such event, not later than thirty days prior to the Initial Dissolution Date, the

Managing Member shall notify all other Members that the initial term of the LLC will be extended and the

date, not later than ten years after the Initial Dissolution Date, of the extended dissolution date (the

“Extended Dissolution Date”).

(c)

Additional Extensions.

Prior to the Extended Dissolution Date, subject to the

consent of Members holding no less than a majority of the voting power of the Units at the time, the

Managing Member may elect to extend the term of the LLC and this Agreement for an additional

extended term of up to ten years after the Extended Dissolution Date, and may further elect to

successively extend the term of the LLC and this Agreement for additional extended terms of up to ten

years each after the last applicable subsequent extended dissolution date (“Subsequent Extended

Dissolution Date”).

In such event, not later than thirty days prior to the applicable Subsequent Extended

Dissolution Date, the Managing Member shall notify all other Members that the term of the LLC will be

extended and the date, not later than ten years after the last Subsequent Extended Dissolution Date, of the

new Subsequent Extended Dissolution Date.

(d)

Notwithstanding the foregoing,

the LLC may be

earlier dissolved and

terminated as

provided in Article XV.

2.7

Tax

Status of the LLC.

At all times that the LLC

has only one Member,

the LLC shall be

disregarded for

federal and,

if applicable,

state and

local income

tax purposes.

At all

times that

the LLC

has more than

one Member,

the Members intend

that the LLC

shall be treated

as a partnership

for federal

and, if applicable, state and local

income tax purposes, and, to the

extent permissible, the LLC shall elect

treated

partnership

for

such

purposes.

The

Managing

Member

shall

cause

prepared

and

provided to

each Member

all necessary

or appropriate

income tax

information, including,

if requested

such Member, a copy of the federal, state and local income tax or information returns for each taxable year

of the

LLC.

The LLC

and each

Member shall

file all

tax returns

and shall

otherwise take

all tax

and financial

reporting

positions

manner

consistent

with

such

treatment

and

Member

shall

take

any

action

inconsistent with such treatment.

2.8

No State Law Partnership.

No provisions of this Agreement shall be deemed

or construed

constitute

the

LLC

partnership

(including

limited

partnership)

joint

venture,

any

Member

partner or joint

venturer of or

with any other

Member, for

any purposes other

than federal, state

and local

tax purposes.

ARTICLE III

UNITS

3.1

Units Generally.

The Membership Interests of the Members shall be represented by issued

and outstanding Units, which may be divided into

one or more types or classes.

Each type or class of Units

shall have the

privileges, preferences, duties,

liabilities, obligations and

rights, including voting

rights, set

forth in this

Agreement with respect

to such type

or class.

The Managing Member

shall maintain a

schedule

of all Members, their respective

mailing addresses and the amount

and type and class of

Units held by them

(the

“Members

Schedule”).

Such

Schedule

shall

used

establish

the

initial

Membership

Interest

and such Schedule shall be

deemed to be automatically updated

for any

subsequent changes

reflected in

the Membership

Interest

Such information

with respect

to the

Members as of

the Restatement Date

is attached hereto

as Exhibit F.

The only Units

that may initially

issued are

(a) one Class A Unit

for each

Class A Share

contributed to the

LLC, (b) one Common

Unit for

each

Common

contributed

the

LLC

and

issuance

Common

Units

upon

conversion

Class A Units in accordance with Section 7.2(b).

Each Class A Share contributed to the

LLC in the future

will entitle the Member making

the contribution to one Class A Unit

and each Common Share contributed

to the LLC in the future will entitle the Member making the contribution to one Common Unit.

3.2

Authorization and Issuance

of Class A Units.

Subject to compliance

with the terms

of this

Agreement, the LLC

is hereby authorized

to issue a

class of Units

designated as Class A

Units.

As of the

Restatement Date, there are

4,800,000 Class A Units issued

and outstanding to the

Members in the amounts

set forth on Exhibit F hereto.

3.3

Authorization and Issuance

of Common Units.

Subject to compliance

with the terms

this Agreement, the LLC is hereby authorized to

issue a class of Units designated as Common

Units.

As of

the Restatement

Date, there

are 1,087,956

Common Units

issued and

outstanding to

the Members

in the

amounts

set forth

on Exhibit

F hereto.

The LLC

will

issue additional

Common Units

for

any additional

Common Shares contributed and, upon conversion of Class A Shares, as provided in Section 7.2.

3.4

Certificates

Representing

Units.

The

Managing

Member

shall

issue

Membership

Certificates

the

Members

representing

the

Units

held

such

Member

the

form

attached

hereto

Exhibit A, including the legend set forth thereon.

ARTICLE IV

MEM

ERS

4.1

Admission of New Members.

(a)

New Members may be admitted from time to time (i) in connection with an issuance

of Units

by the

LLC, subject

to compliance

with the

applicable provisions

of this

Agreement, and

(ii) in

connection

with

transfer

Units,

subject

compliance

with

the

provisions

this

Agreement.

Notwithstanding any provision herein to the contrary, no Person shall be admitted as a Member of the LLC

unless such Person is an Immediate Family Member or a Permitted Transferee.

(b)

In order

for any

Person not

already a

Member of

the LLC

to be

admitted as

a Member,

whether pursuant to

an issuance or

transfer of Units,

such Person shall

have executed and

delivered to the

LLC a written

undertaking substantially in

the form of

the Joinder

attached hereto as

Exhibit C. Upon the

amendment of the

Members Schedule by

the Managing Member

and the satisfaction

of any other

applicable

conditions, including, if

a condition, the

receipt by the

LLC of additional

Class A

Shares or Common

in exchange for

the issuance of

the applicable

Units, such

Person shall

be admitted

as a

Member and deemed

listed as such on the books and

records of the LLC and thereupon shall

be issued his, her or its Units.

The

Managing Member shall also adjust the

Capital Accounts of the Members as necessary in accordance

with

Article X.

4.2

No Personal

Liability.

Except as

otherwise provided

in the

Delaware Act,

by Applicable

Law or

expressly in

this Agreement,

no Member

will be

obligated personally

for any

debt, obligation

liability of

the LLC

or other

Members, whether

arising in

contract, tort

or otherwise,

solely by

reason of

being a Member.

4.3

No Withdrawal.

A Member shall not cease to

be a Member as a result

of the bankruptcy of

such Member

or as

a result

of any

other events

specified in

§18-304

of the

Delaware Act.

So long

as a

Member continues

to hold

any Units,

such Member

shall not

have the

ability

to withdraw

or resign

as a

Member

prior

the

dissolution

and

winding

the

LLC

and

any

such

withdrawal

resignation

attempted withdrawal

or resignation by

a Member

prior to the

dissolution or winding

up of the

LLC shall

be null and

void.

As soon as

any Person who

is a Member

ceases to hold

any Units, such

Person shall no

longer be a Member.

4.4

Death.

The death of

any Member shall

not cause the

dissolution of the

LLC, and the

LLC

and its business shall be continued

by the remaining Member or Members.

In such event the Units

owned

by the deceased

Member shall automatically

be transferred to

such Member’s heirs; provided,

however, that

such heirs shall not be admitted as Members

of the LLC unless such heirs are Immediate Family

Members

Permitted Transferees

and

such

Members

shall

not

entitled

receive

Membership

Certificate

their names or receive any distributions from the LLC until they sign a written undertaking substantially in

the form of the Joinder attached hereto as Exhibit C.

4.5

Voting

(a)

Except

otherwise

provided

this Agreement

otherwise

required

the

Delaware Act or

Applicable Law:

(i)

each

Member

shall

entitled

ten

votes

per

Class A

Unit

all

matters

upon which the Members have the right to vote under this Agreement; and

(ii)

each Member

shall be

entitled to

one vote

per Common

Unit on

all matters

upon which the Members have the right to vote under this Agreement.

(b)

the

full

extent

permitted

law,

Members

shall

have

right

vote

any

matters

under

this

Agreement,

the

Delaware

Act

otherwise

except

expressly

provided

this

Agreement.

ARTICLE V

CONTRI

UTION OF COMPANY SHARES

5.1

Shares to

be Contributed

to LLC.

All outstanding

Class A Shares

held or

owned at

any

time by any Member (including any Class A Shares acquired by

any Member after the date of the Existing

Operating

Agreement

and

before

the

dissolution

the

LLC),

and

the

Common

held

the

Revocable Trust, shall be contributed hereunder

and accepted by,

and transferred to, the LLC, in exchange

for Units.

Except as provided in this Section 5.1, each Member shall have the right, but not the obligation,

to contribute Common Shares to the LLC from time to time in exchange for Units with

the prior consent of

the Managing

Member.

Any and

all shares

contributed to

the LLC

(including shares

issued upon

conversion

of Class

Shares contributed

to the

LLC), less

shares exchanged

by the

LLC upon

redemptions of

Common

Units, are referred to herein as “Contributed Shares.”

5.2

Contribution of Shares.

(a)

Following the date that

the Restated Charter is

filed with the Secretary of

State of the

State

of Delaware

and becomes

effective (the

“Effective Date”),

each Member

shall promptly

contribute

and transfer to

the LLC all

stock certificates representing

Class A Shares owned or

later acquired by

such

Member, duly

endorsed in

blank, or

accompanied by

proper instruments

of assignment

and transfer

duly

executed in

blank or

(and accompanied

by any

revenue stamps

required for

the transfer),

in exchange

for

Membership

Certificates

issued

hereunder

the

form

herein

provided.

Any

Member

who

acquires

ownership of

any Class A Shares

after the

date of

the Existing

Operating Agreement shall

contribute and

transfer such shares to the LLC no later than thirty (30) days after acquiring such shares.

(b)

Following the

receipt of

Common Shares

by the

Revocable Trust,

but no

later than

the time that

Class A Shares are contributed to

the LLC following the

Effective Date, the

Revocable Trust

shall contribute

and transfer

to the

LLC all

stock certificates

representing Common

Shares listed

with respect

to the

Revocable Trust, duly

endorsed in

blank, or

accompanied by

proper instruments

of assignment

and

transfer duly

executed in

blank or

(and accompanied

by any

revenue stamps

required for

the transfer),

exchange for Membership Certificates issued hereunder in the form herein provided.

(c)

The LLC shall accept such contributions and hold

all shares so contributed under the

terms and conditions of this Agreement.

Such contribution of Class A Shares and Common Shares and the

acceptance

Membership

Certificates

Person,

subject

the

provisions

Section 4.1,

shall

cause

such Person to become a Member hereunder subject to all the terms and conditions of this Agreement.

(d)

The contribution of Class A Shares and Common Shares to the LLC hereunder shall

constitute an assignment and transfer to the LLC of full legal title to

such shares, and shall vest in the LLC

all rights and powers of every

nature incident to ownership of such

shares, including the right to vote

such

shares,

subject

only

the

limitations

specifically

set

forth

herein,

including

the

prohibition

sales,

dispositions or transfers of such shares by the LLC except as permitted in Sections 7.2 and 7.3.

(e)

Promptly

upon

receipt

from

time

stock

certificates

representing

Contributed Shares,

the LLC

shall cause

the certificates

to be

surrendered to

the Company

and cancelled

and new certificates issued therefor to, and in the name of, the LLC, and shall cause the LLC ownership

legal title pursuant to this Agreement to be

entered in the stock transfer

records of the Company and

noted

on the newly issued certificates.

5.3

Inspection, Disclosure and Public Filing of

the Agreement.

The Managing Member shall

cause a copy of this Agreement to be delivered to the principal place of business of the Company and shall

request that the Company

make a copy of

this Agreement open to

the inspection of any

stockholder of the

Company

or Member

at the

principal place

business

of the

Company

during

ordinary business

hours.

The

parties

hereto

recognize

and

understand

that

copy

this

Agreement

may

also

disclosed

and

publicly filed with the Securities and Exchange Commission.

ARTICLE VI

MEM

ERSHIP CERTIFICATES

6.1

Issuance of Membership Certificates.

All Contributed Shares at any time delivered to the

LLC hereunder or acquired by

the LLC as provided in

this Agreement shall be held

by the LLC and voted

by the Managing Member under and pursuant to the terms

and conditions of this Agreement.

The LLC, in

exchange for the shares so contributed or

otherwise held hereunder, shall

cause to be issued and delivered,

Membership Certificates to

Members for the

appropriate number of

Class A Shares or

Common Shares held

hereunder.

6.2

Form of Certificates.

The Membership Certificates

issued pursuant to

this Agreement shall

be substantially

in the

form set

forth in

Exhibit A attached

hereto (or

in such

other form

as the

Managing

Member determines).

6.3

Replacement of

Certificates.

The LLC,

in such

manner as

the Managing

Member in

his

sole

discretion

may

prescribe

with

respect

indemnity

otherwise,

shall

provide

for

the

issuance

and

delivery of new Membership

Certificates in lieu of

lost, stolen or destroyed

Membership Certificates or in

exchange for mutilated Membership Certificates.

6.4

Membership

Interest

The

Managing

Member

shall

maintain

registration

Membership Interests in

the books

and records of

the LLC of

the holders of

Membership Certificates and

shall make

such register

available to

the Members

upon written

request.

Such books

and records

shall record

the

issuance

and

any

transfer

Membership

Certificates

and

shall

contain

the

names

and

addresses

Members and

the number

of Units

represented by

the Membership

Certificates, and

the dates

when they

became the owners

thereof.

Such register shall

be kept at

the principal office

of the LLC

or at such

other

place as the Managing Member shall determine and set forth in a written notice given to all Members.

6.5

Record

Date.

Whenever

the

stock

transfer

books

the

Company

are

closed

for

any

purpose, the Managing Member shall also close the books and

records of Membership Certificates for such

period, and

whenever a

record date

is properly

fixed as

a record

date of

the Company, the

Managing Member

shall use the same record date for any rights consequent thereon.

The

Managing

Member,

his

discretion,

may

also

fix

record

date

which

the

Members

entitled to take any action may be determined.

The Managing Member shall send or

cause to be sent to all Members,

as registered in the books and

records

the

LLC,

copies

all

requests,

notices,

proxy

statements

and

other

documents

sent

the

Company to its shareholders, promptly upon their becoming available

ARTICLE VII

REDEMPTION OR CONVERSION OF SHARES

7.1

No Redemption

of Class A Shares.

A Member

shall not

be permitted

to redeem,

and the

LLC and Managing Member shall have no power or right to redeem from any Member, Class A Units, and

no Member shall have any right to receive from the LLC Class A Shares, in each case, until the dissolution

and liquidation of the LLC.

Any purported redemption of Class A Units or receipt of Class A Shares from

the LLC before the dissolution and liquidation of the LLC shall be void.

7.2

Conversion.

Except as

otherwise permitted

by Section 12.5(a)(vii)

or Section 12.7,

the LLC

shall

not

convert

any

Class A

held

the

LLC

into

Common

during

the

term

this

Agreement.

the

Managing

Member

converts

any

all

the

Class A

held

the

LLC

accordance with either Section 12.5(a)(vii) or Section 12.7, then:

(a)

the Common Shares received by the LLC upon such

conversion shall be held, voted

and/or transferred by the LLC in accordance with the provisions of this Agreement;

(b)

each

Member’s

Class A

Units

shall

automatically

convert

into

the

number

Common Units equal to the number of Common Shares

issued upon conversion with respect to the Class A

Shares underlying such Member’s Class A Units; and

(c)

order

evidence

that

such

conversion

Class A

Units

has

occurred,

each

Member shall promptly exchange his

or her Membership Certificate(s)

formerly representing Class A

Units

for

Membership

Certificate

representing

Common

Units,

which

exchange

will

made

compliance

with Article VI.

7.3

Redemption of Common Shares.

A Member shall be permitted to redeem Common Units

in exchange for an

equivalent number of Common Shares

prior to the dissolution

of the LLC from time

time, upon the surrender of the corresponding Membership Certificate or Certificates, as follows:

(a)

Redemption to Facilitate a Transfer or Sale of Underlying Common Shares.

Member may request to redeem Common Units in exchange for an equivalent number of Common Shares

to effect a transfer or sale of underlying Common Shares, but only if such transfer or sale is in compliance

with the Agreement Regarding Conversion and applicable federal and state securities laws.

(b)

Redemption to Facilitate a Transfer to a Charitable Donor Advised Fund.

Member may request to redeem Common Units in exchange for an equivalent number of Common Shares

to effect a transfer to a charitable donor advised fund.

(c)

Other Redemptions of Common Units.

In addition, a Member may request to

redeem Common Units in exchange for an equivalent number of Common Shares, which the Managing

Member from time to time may approve.

(d)

Redemption Request.

The Member requesting a redemption shall submit a written

redemption request to the Managing Member substantially in the form prescribed in Exhibit E attached

hereto.

(e)

Manner of Redemption.

Upon approval of the form and substance of any such

redemption request by the Managing Member and the surrender for cancellation of such Members’

Membership Certificate representing Common Units, the Managing Member shall (i) cause a certificate

representing Common Shares to be transferred to and registered in the name of such Member equal to the

number of Common Units being redeemed, and (ii) issue a new Membership Certificate to the Member

representing the number of Common Units that are not being redeemed and that will continue to be owned

by such Member after the redemption, if any.

7.4

Transfers

of Shares.

The LLC shall not

sell, dispose of or

otherwise transfer any

Class

Shares or Common Shares

during the term of this

Agreement, except as permitted

in Sections 7.2 and 7.3.

In the

event there

is a

desire to

sell, dispose

of or

transfer Common

Shares held

by the

LLC, such

first

delivered

the

Member

redemption

such

Member’s

Membership

Certificate

pursuant

Section 7.3, and any such sale, disposition or transfer shall be effected by the Member.

ARTICLE VIII

TRANSFERS OF MEM

ERSHIP INTERESTS

8.1

Permissible

Transfers;

Restrictions

Transfer.

person

other

than

Immediate

Family Member or Permitted Transferee may be a Member hereunder.

The Members hereby agree that none of the Membership

Interests, the Membership Certificates nor

any interest in

any of the

foregoing may be

transferred (whether directly

or indirectly, and including by

sale,

lease,

assignment,

pledge,

encumbrance,

hypothecation,

gift,

bequest,

appointment,

operation

law

otherwise)

any

Person

except

(i) an

Immediate

Family

Member

Permitted

Transferee

may

transfer

Membership

Interests

and

Membership

Certificates

another

Immediate

Family

Member

Permitted Transferee,

provided that such

permitted transferee

shall not

be admitted as

a Member

until he,

she or

it executes

a form

of joinder

substantially in

the form

set forth

in Exhibit C

attached hereto

(or in

such other form as

the Managing Member determines)

or (ii) a transfer by

the Managing Member permitted

Section 12.7.

The

Managing

Member

shall

not

any

transfer

except

compliance

with

this

Agreement.

Any

purported

transfer

Membership

Interests

Membership

Certificates

other

than

accordance

with

the

terms

this

Agreement

shall

void.

Not

limitation

the

generality

the

foregoing, Membership

Interests, including

any rights

to profits,

losses or

distributions associated

therewith,

transferred on death to

any person who is

not an Immediate Family

Member or Permitted Transferee

shall

be void.

8.2

Transfers.

Subject to the

foregoing, the Membership

Certificates and Membership

Interests

represented thereby shall be transferable

on the books of the

LLC by the holders of

record thereof, subject

to such procedures as may be required by the Managing Member for that purpose.

Until so transferred, the

Managing

Member

may

treat

the

existing

Member

the

owner

the

Membership

Certificates

for

all

purposes.

As a condition of making or permitting

any transfer or delivery of Membership Certificates,

the

Managing Member may require

the payment of a

sum sufficient to pay or

reimburse the Managing Member

or the

LLC for

any stamp

tax or

other governmental

charge

connection therewith

or any

other charge

applicable to such transfer or delivery.

The Managing Member shall have

the sole discretion to determine

whether a person is eligible

to be

a Member pursuant to this Agreement.

8.3

Transferees

Bound

Agreement.

Every

Immediate

Family

Member

and

Permitted

Transferee

who

acquires

Membership

Certificates

and

admitted

Member

accordance

with

this

Agreement shall, with respect thereto and

by the acceptance thereof, become a party

hereto with like force

and

effect

though

original

party

hereto

and

shall

embraced

within

the

meaning

the

term

“Member” wherever used herein.

8.4

Other

Requirements

for Transfers.

In addition

to the

other restrictions

set

forth in

this

Agreement, and

notwithstanding any

other provision

of this

Agreement, each

Member agrees

that it

will

not, directly or indirectly, transfer any of its Units, and the LLC agrees that it shall not issue any Units:

(a)

except

permitted

under

the

Securities Act

and

other

applicable

federal

state

securities

blue

sky

laws,

and

then,

with

respect

transfer

Units,

requested

the

Managing

Member, only upon delivery to

the LLC of an opinion

of counsel in form and

substance satisfactory to the

Managing Member to the effect that such transfer may be effected without registration under the Securities

Act;

(b)

such

transfer

issuance

would

affect

the

LLC’s

existence

qualification

limited liability company under the Delaware Act;

(c)

if such transfer or

issuance would cause the

LLC to lose its

status as a partnership

for

federal income tax purposes; or

(d)

if such transfer or issuance would cause a termination of the LLC for federal income

tax purposes.

ARTICLE IX

DIVIDENDS AND CERTAIN CHANGES TO STOC

9.1

LLC to Distribute Cash Dividends.

Each Member shall be entitled during the term of this

LLC,

except

may

otherwise

provided

herein,

receive

from

time

payments

equal

the

dividends payable

in cash, received

by the LLC

with respect to

his, her or

its Contributed Shares,

and the

Managing Member

shall distribute

such cash

to the

Members on

a pro

rata basis,

provided that

the Managing

Member may first deduct any charges and

expenses or taxes incurred by the

LLC or the Managing Member

in connection with the administration of the LLC.

9.2

Distributions other than Cash.

(a)

In the

event the

LLC shall

receive any

dividend or

distribution other

than cash

as a

result of a dividend or

other distribution in respect of

any Contributed Shares, the Managing

Member may

determine

hold

such

distribution

subject

this Agreement

his

sole

discretion,

provided

that

the

distribution

consists

Class A Shares

any

security

that

has

greater

voting

power

than

the

Common

Shares, the Managing Member shall hold such distribution subject to this Agreement.

(b)

If the

distribution consists

of Class A Shares

or any

security that

has greater

voting

power than

the Common

Shares, additional

Membership Certificates

shall be

issued to the

Members entitled

to such distribution as shown in the books and records of the LLC.

(c)

For distributions other than

cash and Class A Shares or any

security that has greater

voting power than the Common Shares:

(i)

if the Managing Member

determines to hold such

distribution subject to this

Agreement,

appropriate,

additional

Membership

Certificates

shall

issued

the

Members entitled to such distribution as shown in the books and records of the LLC; and

(ii)

the

Managing

Member

determines

not

hold

such

distribution,

the

Managing Member shall pass through the distribution to the

Members in proportion to their

respective Membership Interests.

(d)

If rights to subscribe

to purchase or acquire

any shares of capital

stock or other assets

the

Company

should

inure

the

LLC

respect

Contributed

Shares,

the

Managing

Member

shall

notify

the

Members.

Upon

the

written

direction

the

Member

relating

the

Membership

Certificates

issued with respect to

such Contributed Shares, accompanied

by a capital contribution

of the funds from

the

Member required

for such

purpose, the

Managing Member

shall cause

the LLC

to exercise

such rights

for,

purchase

acquire

such

stock

other

assets

with

respect

such

Contributed

Shares.

In the

event that

any additional

shares of

stock of

the Company

so acquired

by the

LLC shall

Class A

Shares, or

other securities

that the

Managing Member

determines not

to distribute

to Members,

such

shall

thereupon

subject

all

the

terms

and

conditions

this Agreement

and,

appropriate,

additional Membership Certificates shall be issued to such Members.

9.3

Distributions

Violation

Law.

Notwithstanding

any

provision

the

contrary

contained in

this Agreement, the

LLC shall not

make any distribution

to Members if

such distribution

would

violate § 18-607 of the Delaware Act or other Applicable Law.

9.4

Certain

Changes

Class A

Common

Shares.

the

event

any

(i) subdivision, combination,

reclassification, recapitalization

or other

change of

Class A Shares

or Common

Shares, or (ii) any merger to

which the Company is

a constituent entity, in each case as

a result of which the

Class A Shares and Common Shares are converted into or exchanged

for capital stock or other securities of

the Company or

successor company, then, unless the

Managing Member determines

to distribute such

stock

or other securities to the Members:

(i) such stock and other securities shall be retained by the LLC subject

to all the terms and conditions of

this Agreement, (ii) if appropriate, additional or

replacement Membership

Certificates shall be issued

to such Members and

(iii) unless the Managing Member

determines otherwise,

all references in

this Agreement to

Contributed Shares shall

be deemed to

include reference

to such stock

and other securities.

ARTICLE X

CAPITAL CONTRI

UTIONS; CAPITAL ACCOUNTS

10.1

Initial

Capital

Contributions.

Contemporaneously

with

the

execution

the

Existing

Operating

Agreement

and

set

forth

Exhibit B

the

Existing

Operating

Agreement,

each

initial

Member owning

Class A Units

has contributed

an equivalent

number of

Class A Shares,

and each

initial

Member owning Common

Units has contributed

an equivalent number

of Common Shares,

which represent

each such

Member’s initial

Capital Contribution

giving rise

to such

initial Member’s

initial Capital

Account.

10.2

Additional Capital

Contributions.

Except as

provided herein,

including Section 5.1

and

Section

12.13, no Member shall be required to

make any additional Capital Contributions to the LLC.

Any

future Capital

Contributions made

by any

Member shall

be made

only with

the consent

of the

Managing

Member and

the contributing

Member in

compliance with

this Agreement;

provided, however,

that each

Member and

the Managing

Member hereby

consent to

the requirement

of each

Member to

contribute all

Class A Shares that it owns during the term of the LLC to the LLC as provided in Section 5.1.

10.3

Maintenance of

Capital Accounts.

The LLC

shall establish,

and the

Managing Member

shall maintain for

each Member, a separate capital

account (a “

Capital Account

”) on its

books and records.

Unless otherwise

determined by

the Managing

Member,

the Capital

Account of

each such

Member shall

consist

of such

Member’s

capital contribution,

increased

by each

such Member’s

respective share

of net

income (including exempt income) and additional capital contributions, if any, and decreased by each such

Member’s

respective

net losses

(including

nondeductible

losses and

expenses)

and

distributions

from the LLC.

10.4

Succession

Upon

Transfer.

the

event

that

any

Units

are

transferred

Immediate

Family Member or a

Permitted Transferee

in accordance with the

terms of this Agreement,

the Immediate

Family Member

or Permitted

Transferee, as

applicable, shall

succeed to

the Capital

Account of

the transferor

to the extent it relates to

the transferred Units and shall receive

allocations and distributions pursuant to this

Agreement in respect of such Units.

10.5

Treasury

Regulations.

The

provisions

this

Agreement

relating

the

maintenance

Capital

Accounts

are

intended

comply

with

Section

704

the

Code

and

Section

1.704-1(b)

the

Treasury

Regulations

and

shall

interpreted

and

applied

manner

consistent

with

such

Treasury

Regulations.

ARTICLE XI

ALLOCATIONS

11.1

Allocation of Net

Income and Net

Loss.

For each

fiscal year

(or portion thereof),

except

as otherwise provided

in this Agreement,

net income and

net loss (and,

to the extent

necessary,

individual

items of income, gain, loss

or deduction) of the LLC

shall be allocated among the

Members in accordance

with their respective Membership Interests.

11.2

Tax Allocations.

All income, gains,

losses and deductions

of the LLC

shall be allocated,

for

federal, state and local income tax purposes, among the Members in accordance with the allocation of such

income, gains, losses

and deductions among

the Members for

computing their Capital

Accounts, except that

if any

such allocation

for tax

purposes is

not permitted

by the

Code or

other Applicable

Law,

the LLC’s

subsequent income, gains, losses and

deductions shall be allocated among

the Members for tax purposes,

the

extent

permitted

the

Code

and

other

Applicable

Law,

reflect

nearly

possible

the

allocation set forth herein in computing their Capital Accounts.

ARTICLE XII

MANAGEMENT OF LLC; VOTING AND OTHER RIGHTS AND POWERS OF MEM

ERS

12.1

Management of

the LLC.

The business

and affairs

of the

LLC shall

be managed

by the

Managing Member.

Subject to the provisions

of this Agreement, the

Managing Member shall have

full and

complete

discretion

manage

and

control

the

business

and

affairs

the

LLC,

make

all

decisions

affecting the business

and affairs of

the LLC and

to take all

such actions as

the Managing Member

deems

necessary or

appropriate to

accomplish the

purposes of

the LLC.

The actions

of the

Managing Member

taken in

accordance with

the provisions

of this

Agreement shall

bind the

LLC.

No other

Member of

the

LLC shall have any authority or right to act on behalf of or bind

the LLC, unless otherwise provided herein

or unless specifically authorized by the Managing Member.

Notwithstanding the foregoing,

the Managing Member

shall provide regular

reports and information

about the

LLC to

the other

Members and

keep them

informed and

up to

date on

the activities

of the

LLC

and of the Managing Member.

12.2

Managing

Member

Rights

and

Powers

Subject

Section 12.4

and

Section 12.5,

the

Managing Member, acting on behalf of the LLC,

shall possess and shall be entitled

to exercise all the rights

and

powers

owners

all

the

Contributed

held

hereunder

vote

for

every

purpose

and

consent

any

and

all

corporate

acts

the

Company.

Without

limiting

the

foregoing,

but

subject

Section 12.4 and Section 12.5,

the Managing Member,

acting on

behalf of the

LLC, shall have

the following

authority

with respect

to the

Contributed Shares:

(i) to

nominate candidates

for election

or reelection

directors of

the Company;

(ii) to take

any of

the actions

contemplated by

Section 12.5(b); (iii) to

propose

business

(including

amendments

the

Bylaws

the

Company)

for

action

the

stockholders

the

Company; and (iv) to cause the

calling of a special meeting

of stockholders (to the extent

stockholders are

permitted to call special meetings of stockholders in

accordance with the Restated Charter or the Bylaws

the Company).

Such rights and powers shall

cease upon the actual delivery

to the Member of a

certificate

issued

by the

Company representing

any Company

shares held

hereunder in

exchange for

the Member’s

Membership Certificates

upon a

permitted redemption/withdrawal

or dissolution

and liquidation

of the

LLC,

as provided in this Agreement.

It is expressly stipulated that no right to

vote or to consent or to be consulted

in respect to any such

shares is created

in or passes

to any Member

by or under

any Membership Certificate,

or by or

under this

Agreement, or by or under any other agreement, express or

implied, except as provided in Section 12.4 and

Section 12.5.

12.3

Contributed

Voted

Unit.

The

Managing

Member

shall

vote

the

Contributed

take

any

other

action

with respect

such

unit

accordance

with

his

determination

or,

applicable,

provided

Section 12.4

and

Section 12.5.

Notwithstanding

the

foregoing, the Managing Member

may cumulate votes for

the election of directors

of the Company in

any

manner the

Managing Member

may determine,

if cumulative

voting is

permitted by

the Company’s

then-

current certificate of incorporation.

12.4

Failure to Achieve a

Majority if there

is more than

one Managing Member.

In the event

there

any

time

than

one

Managing

Member,

and

the

event

the

failure

the

Managing

Members to achieve a majority vote with respect to the exercise of the right to

vote the Contributed Shares

with respect to any proposal submitted to a shareholder vote, the Managing Members shall promptly notify

all

Members

the

proposal.

The

Managing

Members

shall

thereupon

vote

all

Contributed

held

hereunder

with

respect

each

such

proposal

directed

the

affirmative

vote

Members

holding

Membership Certificates representing no less than a majority of the voting power of the Units at the time.

12.5

Certain Transactions Require Joint Consent

of Managing Member

and Non-Managing

Members.

(a)

Joint Consent Required for LLC Actions.

Joint consent of the Managing Member,

and of Members holding no less than a majority of the voting power of the Units at the time, shall be

required for any of the following actions relating to this Agreement and/or the LLC:

(i)

Subject to

Section 18.3, the

material amendment,

modification or

waiver of

the

Certificate

Formation

the

LLC

this

Agreement

merger

the

LLC

with

another entity or the conversion

of the LLC into another

entity; provided, however,

that the

Managing

Member

may,

without

the

consent

any

other

Member,

amend

the

Member

Schedule

following

any

new

issuance,

redemption,

repurchase

transfer

Membership

Interests in accordance with this Agreement even if material;

(ii)

the making of any

material change to the

nature of the Business

conducted by

the LLC or enter into any business other than the Business;

(iii)

the

issuance

additional

Membership

Interests

admission

additional

Members to the LLC except as permitted by this Agreement;

(iv)

the

incurrence

any

indebtedness

obligations

the

LLC

excess

amounts required by the Managing Member to pay the

ordinary taxes, costs and expenses of

the LLC (the repayment of

any such obligations to be

financed by the Managing Member

retaining a portion of the dividends paid on the Class A Shares and Common Shares);

(v)

the

making

any

material

loan,

advance

capital

contribution

any

Person;

(vi)

entering

into or

effecting

any material

transaction not

contemplated by

this

Agreement; or

(vii)

converting any Class A Shares into Common Shares.

(b)

Joint Consent Required for Company Action.

Joint consent of the Managing

Member, and of Members holding no less than a majority of the voting power of the Units at the time,

shall be required for any proposal submitted for shareholder approval by the Company for:

(i)

a merger

or consolidation

transaction which

requires the

vote of

the holders

the

Company’s

Class A

and/or

Common

under

the

Delaware

General

Corporation Law as then in effect;

(ii)

a sale, lease or exchange of all, or substantially all, the property and assets of

the Company which

requires the vote

of the holders

of the Company’s Class A

Shares and/or

Common Shares under the Delaware General Corporation Law as then in effect;

(iii)

a dissolution, winding

up or liquidation

of the Company or

its business which

requires the

vote of

the holders

of the

Company’s

Class A Shares

and/or Common

under the Delaware General Corporation Law as then in effect;

(iv)

an amendment of the Company’s Restated Charter which requires the

vote of

the holders

of the

Company’s

Class A Shares

and/or Common

Shares under

the Delaware

General Corporation Law as then in effect;

(v)

the

authorization

issuance

Class A

any

securities

the

Company having voting rights superior to the Class A Shares; or

(vi)

any other

transaction not

previously described

in this

Section 12.5(b) which

would require the filing of a

Current Report on Form 8-K to disclose

a change of control of

the Company under the rules and regulations of the Securities and Exchange Commission.

(c)

the

event

that

joint

consent

under

Section 12.5(b)

required,

the

Managing

Member shall

promptly notify

all other

Members and

the Managing

Member shall

not approve

or implement

any

such

action

and

shall

not

vote

any

Contributed

Shares,

applicable,

favor

any

such

proposal

unless the Managing Member receives the

affirmative vote from Members holding

at least a majority of

the

voting

power

the

Units,

well

approval

the

Managing

Member.

the

absence

both

such

conditions being satisfied, the

Managing Member shall vote

Contributed Shares against any

proposal which

would have

the effect

of approving

any transaction

described in

Section 12.5(b) and

take action

to assert

dissenter’s appraisal

rights, if

available, upon

instructions from

a Member

to assert

such dissenter’s

appraisal

rights.

12.6

Powers of LLC.

The LLC, with respect to the Contributed

Shares held hereunder, is vested

as owner of

such shares

(without limitation

except as herein

otherwise expressly

provided) with all

of the

rights, powers

and privileges

of every kind

and character of

an owner

thereof, including, without

limiting

the generality

of the

foregoing:

(a) subject to

Sections 12.5 and

12.7, the

right to

vote the

same, either

person or

by proxy,

for every

purpose; (b) the

right to

become parties

to or

prosecute or

intervene in

any

suits or other legal or administrative proceedings; (c) the right to incur costs and

expenses and to borrow or

to arrange for borrowing for such purposes; and (f) the right to engage

counsel and other advisors or agents

for

such

purposes.

connection

with

the

foregoing,

the

Managing

Member

may

exercise

such

rights,

powers and privileges on behalf of the LLC, except as otherwise provided in Sections 12.5 and 12.7.

12.7

Sale or Conversion

of Contributed Shares

by Managing Member.

Except as otherwise

expressly permitted herein, the

Managing Member shall not

cause or permit the

LLC to sell, lease,

assign,

transfer, alienate,

pledge, encumber or hypothecate

the Contributed Shares, or

convert any Class A Shares

into Common

Shares, provided

that, the

Managing Member

may take

such action

to the

extent the

Managing

Member determines is necessary

with respect to estate

taxes and related interest

expense and other related

costs, if

approved by

Members holding

a majority

of the

voting power

of all

of the

Units held

hereunder.

Any purported

transfer of

Contributed Shares

other than

in accordance

with the

terms of

this Agreement

shall be void.

12.8

Meetings and Procedures.

The Managing Member may establish procedures for meetings

and votes

of the

Members.

Also, in

the event

there is

at any

time more

than one

Managing Member,

the

Managing

Members

may

establish

procedures

for

meetings,

consents

and

other

matters

relating

the

Managing Members.

12.9

Voting

by Managing Members if there are more

than one Managing Member.

If there

is at any time more

than one Managing Member,

each Managing Member acting hereunder

shall have one

vote

connection

with

actions

the

Managing

Member

and

approval

any

action

the

Managing

Members shall require the affirmative

vote by a majority in number

of the Managing Members.

Except to

the extent

provided herein,

the number

of Managing

Members serving

from time

to time

shall be

determined

exclusively by (and newly

created Managing Member positions

shall be filled exclusively

by) (i) a majority

the

persons

who

are

then

Managing

Members,

(ii) the

sole

Managing

Member,

there

only

one

Managing

Member

(iii) if

there

are

Managing

Members

then

office,

Members

having

majority in voting

power of

the Units.

For the

avoidance of

doubt, whenever

this Agreement

refers to

action or determination by “the Managing Member” and

at the time of such action or determination

there is

more than one

Managing Member, the approval of

such action or

determination shall require, and

shall only

require, the affirmative vote by a

majority in number of the

Managing Members.

In the event of a

deadlock

among Managing

Members with

respect to

any action

or determination,

the decision

with respect

to such

action or determination shall be resolved by the

vote of Members having a majority in voting

power of the

Units.

12.10

Status of Managing Members.

(a)

Terms of Office

Any Managing Member named hereunder shall serve as

Managing Member until his resignation, removal, disability, death or failure to act.

In the event of the

initial Managing Member’s resignation, removal, disability,

death or failure to act, Dinnette Baker and

Luanne Adams shall become successor co-Managing Members, provided that they are Members at such

time and execute and deliver the joinder described below in Section 12.10(b).

In the event of the

resignation of any such or other successor Managing Members, the resigning Managing Member shall

designate a successor Managing Member or Managing Members before such resignation is effective.

the event of the removal, disability, death, or failure to act of any successor Managing Member,

or in the

event of the failure of any resigning successor Managing Member to designate a successor, the successor

Managing Member or Managing Members (if any) shall be determined by Members having a majority of

the voting power of the Units.

(b)

Additional and Successor Managing Member.

Each additional or successor

Managing Member appointed hereunder shall be a natural person who is an Immediate Family Member

and Member and shall execute a joinder substantially in the form set forth in Exhibit D attached hereto (or

in such other form as the predecessor Managing Member or Managing Members shall determine).

12.11

Removal

of Managing

Member.

Any Managing

Member

may

removed at

any time,

with or without cause, by an instrument signed by seventy-five percent (75%) in voting power of

the Units

at the time such instrument is delivered to the Managing

Member (s), such removal to occur upon delivery

or other date and time specified in such instrument.

12.12

Resignation of Managing

Members.

Subject to Section 12.11, the

Managing Member may

any

time

resign

the

Managing

Member

effective

immediately

any

future

time

upon

the

happening

any

future

event

specified

the

resignation.

such

event,

the

Managing

Member

shall

become a Non-Managing Member, if otherwise eligible to be a Member.

12.13

Costs and Expenses.

The LLC may employ

counsel or other agents

or services, and incur

indebtedness or expenses deemed necessary by

the Managing Member in connection with

the operation of

the LLC

pursuant

to the

terms of

this Agreement.

In the

discretion

of the

Managing Member,

any such

expenses or

discharge of

indebtedness may

be deducted

from the

dividends received

by the

LLC with

respect

the

Contributed

before

distributing

such

dividends

the

Members,

funded

capital

contribution of

cash by

each Member,

to be

paid by

such Member

in proportion

to their

respective Units.

In the event that a Member fails to make any such capital contribution, the Managing Member shall deduct

such

amount

from

the

dividends

received

the

LLC

with

respect

the

Contributed

before

distributing such dividends such Member.

The Managing Member may establish reserves to pay expenses

before making distributions of cash from dividends.

12.14

Other

Relationships

Between

Managing

Member

and

Company.

Any

Managing

Member shall

be permitted

to be,

at the

same time,

an officer,

director,

consultant, agent,

or employee

the Company or of

any affiliate of

the Company,

and shall be permitted

to have a pecuniary

interest in his

personal capacity,

either directly

or indirectly,

in any

matter or

transaction to

which the

Company or

any

affiliate may

be a party

or in

which the

Company or any

affiliate may

be concerned to

the same

extent as

though he were not a Managing Member.

Any such Managing Member shall be permitted to

receive compensation, of whatever character,

provided by existing contracts or

to enter into new contracts

with the Company or its

affiliates, for acting in

such other capacity, without being disqualified to act as Managing Member hereunder.

12.15

Compensation

Managing

Member.

The

Managing

Member

shall

not

entitled

compensation for his services as Managing

Member hereunder, but shall be entitled to reimbursement

from

the LLC of all costs and expenses and taxes incurred by the Managing Member hereunder.

12.16

Responsibility

Managing

Member.

voting

giving

directions

for

voting

the

Contributed Shares or in exercising any consent with respect thereto,

the Managing Member shall exercise

his best judgment,

from time to

time, to select

suitable directors and

in voting or

giving directions for

voting

and

acting

other

matters

for

shareholders’

action;

provided,

however,

that

the

Managing

Member

assumes no responsibility in respect

of any such action or other

action taken by the Managing

Member, and

the Managing

Member shall

not incur

or be

under any

liability in

the capacity

as Managing

Member,

reason of any error of law or any error in the construction of this Agreement or of any matter or thing done

or suggested or omitted

to be done pursuant

to this Agreement.

No bond shall be

required of any Managing

Member for the performance of the services of Managing Member.

12.17

Reliance by Managing Member.

The Managing Member shall be conclusively entitled to

rely upon any notice or statement received by him from the Company,

the LLC, any officer or agent of the

LLC,

any

counsel

other

advisor

the

LLC

Managing

Member,

the

holders

record

Membership Certificates,

and believed

by him

in good

faith to

be genuine

and shall

act and

shall be fully

protected in acting in accordance therewith.

12.18

Legal Compliance by Managing

Member

The Managing Member shall

comply with all

legal requirements of the

LLC created hereby,

including making all regulatory

filings, such as filings

with

the Securities and Exchange Commission

(“SEC”), including Schedule 13D and

filings under Section 16 of

the Securities Exchange Act of 1934, as amended.

ARTICLE XIII

EXCULPATION AND INDEMNIFICATION

13.1

Exculpation; Indemnification

of Members.

References to

a Member

in this

Article XIII

includes reference to a Managing Member.

(a)

Each member shall have all of the

fiduciary and other duties imposed by Applicable

Law.

(b)

To the fullest

extent permitted

by the Delaware Act,

as the

same now exists

or may

hereafter be amended, no Member shall be liable to any holder of a Membership Certificate or to any other

Person, under this

Agreement or

Applicable Law, by reason of

any matter arising out of

or in relation to this

Agreement

(including,

without

limitation,

any

action

taken,

omitted

taken

him,

her

reliance upon and in

conformity with, the advice

of counsel, or

other professional advisor,

or by reason

any error of

judgment or mistake

of law or

other mistake, or

any act or

omission of any

agent or attorney,

or any misconstruction of this

Agreement, or any action of any sort taken or omitted thereunder

or believed

by such

Member to

be in

accordance with

the provisions

and intents

hereof or

otherwise), provided,

that

(x) such Member acted in good faith and in a manner believed by such Member to be

in, or not opposed to,

the best

interests of

the LLC

and, with

respect to

any criminal

proceeding, had

no reasonable

cause to

believe

his conduct was

unlawful, and (y) such

Member’s conduct did

not constitute fraud,

gross negligence, willful

misconduct or

a material

breach of

this

Agreement by

such Member

or a

knowing violation

of the

provisions

of this Agreement.

(c)

EACH

HOLDER

MEMBERSHIP

CERTIFICATES,

ENTERING

INTO

THIS

AGREEMENT,

HEREBY

WAIVES

ANY

RIGHT

BRING

PURSUE

ANY

ACTION,

DIRECTLY OR

DERIVATIVELY,

HIS,

HER

ITS

OWN

BEHALF

OF THE

LLC,

AGAINST

ANY

OTHER

MEMBER,

EXCEPT

FOR

THE

EXTENT

PROVIDED

THE

PROVISO

THE

PRECEDING

PARAGRAPH,

ENFORCE

THE

UNDERTAKING

CONTEMPLATED BY THE NEXT PARAGRAPH.

(d)

To the fullest

extent permitted

by the Delaware Act,

as the

same now exists

or may

hereafter be amended, each current

or former Member shall be

indemnified and held harmless by

the LLC

from

and

against

any

and

all

such

current

former

Member’s

actions

pursuant

this Agreement,

including

any

expenses

incurred

current

former

Member

defending

any

proceeding

action

brought against

such Member

for actions

taken in

his, her

or its

capacity as

a Member,

provided, that

(x) such

Member acted in good faith and in a manner believed by such Member to be in, or not opposed to, the best

interests of

the LLC

and, with

respect to

any criminal

proceeding, had

no reasonable

cause to

believe his

conduct was

unlawful, and

(y) such Member’s

conduct did

not constitute

fraud, gross

negligence, willful

misconduct or

a material

breach of

this

Agreement by

such Member

or a

knowing violation

of the

provisions

of this Agreement.

(e)

Each

current

former

Managing

Member

shall

entitled

receive

prompt

payments for expenses

and costs reasonably

incurred in connection

with the defense

of any such

proceeding

action

advance

the

final

adjudication

any

disputes

relating

thereto,

but

only

the

current

former

Managing

Member

undertakes

writing

repay

the

LLC

such

advances

if,

following

the

conclusion of such

proceeding or action,

it is ultimately

determined by a

court of competent

jurisdiction that

the

current

former

Managing

Member

not

entitled

indemnification

pursuant

this

paragraph.

Subject to the approval of the Managing Member in his sole discretion, a current or former Non-Managing

Member may receive

prompt payments for

expenses and costs

reasonably incurred in

connection with the

defense of

any such

proceeding or

action in

advance of

the final

adjudication of

any disputes

relating thereto,

but

only

the

current

former

Non-Managing

Member

undertakes

writing

repay

the

LLC

such

advances if, following the conclusion of such proceeding

or action, it is ultimately determined by

a court of

competent jurisdiction that the current or former Non-Managing Member is

not entitled to indemnification

pursuant to this paragraph.

(f)

A current

or former

Member shall

also be

indemnified for

any expenses

and other

costs incurred

to enforce

such Member’s

rights pursuant

to this

Section 13.1 or

incurred to

defend any

action

brought by or on behalf of the

LLC to recover advances pursuant to an

undertaking, but in each case only if

the Member is successful in such enforcement or defense action.

(g)

The

rights

indemnification

and

advancement

expenses

set

forth

this

Section 13.1 shall not be deemed exclusive and shall be in addition to any such rights a Member

may have,

including but not

limited to rights

of such Member,

in his or

her capacity as

an officer, director,

employee

or agent of the Company.

(h)

The

Managing

Member

may

obtain

and

maintain

insurance,

the

expense

the

LLC created hereby, to protect any current or former Member or fiduciary or agent of

the LLC, against any

expense, liability or loss.

ARTICLE XIV

RECORDS, ACCOUNTING AND TAX MATTERS

14.1

Records Required by

the Delaware Act.

During the term of

the LLC’s

existence and for

period

four

years

thereafter,

the

Managing

Member

shall

maintain

the

LLC’s

principal

office

all

records required to be kept pursuant to the Delaware Act.

14.2

Book and Records.

The Managing Member shall

maintain adequate books

and records of

account for the LLC on a

basis consistent with appropriate provisions of

the Code, containing, among other

entries, a Capital Account for each Member.

Such books and records shall be

kept at the principal office of

the LLC

or at

such other

place as

the Managing

Member shall

determine and

set forth

in a

written notice

given to all Members, and shall be available to the Members upon written request.

14.3

Accounting

Methods;

Fiscal

Year.

The

Managing

Member

shall

select

the

accounting

methods and fiscal year for the LLC.

14.4

LLC Funds.

All funds of

the LLC shall

be deposited in

its name, or

in such name

as may

be designated by the Managing Member, in such checking, savings or

other accounts, or held in its name

the form of such other investments as

shall be designated by the Managing Member.

The funds of the LLC

shall not

be commingled

with the

funds of

any other

Person.

All withdrawals

of such

deposits or

liquidations

of such investments

by the LLC

shall be made exclusively

upon the signature

or signatures of

the Managing

Member.

14.5

Tax

Matters Member

(a)

Appointment.

The

Members

hereby

appoint

the

Managing

Member

the

“tax

matters partner” (as

defined in Code Section

6231 prior to its

amendment by the Bipartisan

Budget Act of

2015 and, for tax years beginning

on or after January 1, 2018, the “partnership

representative” as provided

in Code Section 6223(a) (as amended

by the Bipartisan Budget Act of 2015) (the “Tax

Matters Member”).

In connection therewith, the Tax Matters Member, in his sole discretion, shall cause to be prepared and file

all tax returns, make all tax determinations and tax elections,

and represent the LLC (at the LLC’s expense)

connection

with

all

examinations

the

LLC’s

affairs

taxing

authorities,

including

resulting

administrative

and

judicial

proceedings,

and

may

expend

LLC

funds

for

professional

services

and

costs

associated therewith.

(b)

Notwithstanding the foregoing,

the Managing Member

may make an

election under

Section 754 of the Code to

adjust the basis of partnership property

under Sections 734 and 743

of the Code.

(c)

soon

reasonably

possible

after

the

end

each

fiscal

year,

the

Managing

Member will cause to

be delivered to each

Person who was a

Member at any time

during such fiscal year,

IRS Schedule K-1

to Form 1065

and such other

information with respect

to the LLC

as may be

necessary

for the preparation of such Person’s federal, state and local income tax returns for such fiscal year.

ARTICLE XV

DISSOLUTION AND LI

UIDATION

15.1

Events of Dissolution.

The LLC shall be dissolved

and its affairs wound

up only upon the

occurrence of any of the following events:

(a)

Upon the expiration of the term of the LLC as provided in Section 2.6;

(b)

The determination of the Managing Member to dissolve the LLC;

(c)

A joint election to dissolve the LLC made by the

Managing Member and by holders

of a majority of the voting power of the Units;

(d)

The sale, exchange,

or other disposition

or transfer of

all or substantially

all the

assets

of the LLC;

(e)

The entry of a decree of judicial dissolution under §18-802 of the Delaware Act; or

(f)

Any other event causing a dissolution

of the LLC under the Delaware

Act, unless the

LLC is continued as permitted under the Delaware Act.

15.2

Effectiveness of Dissolution.

Dissolution of the

LLC shall be effective

on the day on

which

the event described in Section 15.1 occurs, but the

LLC shall not terminate until the winding

up of the LLC

has

been

completed,

the

assets

the

LLC

have

been

distributed

provided

Section 15.3

and

the

Certificate of Formation shall have been cancelled as provided in Section 15.4.

15.3

Liquidation.

If the LLC is

dissolved pursuant to Section 15.1,

the LLC shall be

liquidated

and its business and affairs wound up in accordance with the Delaware Act and the following provisions:

(a)

Liquidation.

The Managing Member shall wind up and liquidate the affairs of the

LLC in an orderly and business-like manner, provided that the Managing Member shall not liquidate any

Class A Shares or Common Shares and shall distribute these in kind as provided in Section 15.3(c).

(b)

Accounting.

As promptly as possible after dissolution and again after final

liquidation, the Managing Member shall cause a proper accounting to be made of the LLC’s assets,

liabilities and operations through the last day of the calendar month in which the dissolution occurs or the

final liquidation is completed, as applicable.

(c)

Distribution of Assets.

Subject to the payment of all of the LLC’s debts and

liabilities to its creditors and the expenses of dissolution and liquidation, and subject to Section 18-804 of

the Delaware Act, the Managing Member shall distribute the Class A Shares and any Common Shares to

the holders of the Class A Units and Common Units, and any proceeds of liquidation, as follows:

Subject

to the surrender for cancellation of the Membership Certificates, the Managing Member shall cause the

Class A Shares to be transferred to and registered in the name of the Member identified as the owner on

such Membership Certificates in liquidation of such Member’s Class A Units and, if there are any

Common Units outstanding at such time, the Managing Member shall cause Common Shares to be

transferred to and registered in the name of the Member identified as the owner on such Membership

Certificates in liquidation of such Member’s Common Units.

In such liquidation, Members shall receive

one Class A Share for each Class A Unit, and one Common Share for each Common Unit.

The Managing

Member shall also distribute any proceeds of liquidation in proportion to such Units.

15.4

Cancellation of

Certificate of

Formation

Upon completion

of the

distribution of

the assets

of the LLC

as provided in

Section 15.3 hereof, the

LLC shall be

terminated and the

Managing Member shall

cause the

cancellation of

the Certificate

of Formation

in the

State of

Delaware and

any qualifications

and

registrations

the

LLC

foreign

limited

liability

company

jurisdictions

other

than

the

State

Delaware and shall take such other actions as may be necessary to terminate the LLC.

ARTICLE XVI

REPRESENTATIONS AND WARRANTIES OF MEM

ERS

16.1

Representations and Warranties.

Each Member represents and warrants as follows:

(a)

Such Member will be

acquiring the Units represented

by Membership Certificate(s)

for his, her or

its own account for

investment and not with

a view to the

distribution or resale thereof;

that

he, she or it is aware that the such certificates have not been registered pursuant to the Securities Act or the

securities

laws of

any state;

and that

the LLC

is relying

in part

upon these

investment representations

establish exemptions

from securities

registration under

applicable federal

and state

securities laws.

Each

Member

understands and

agrees

that the

LLC will

place a

legend on

the Membership

Certificates to

the

effect that they have not

been registered under either federal

or state law; that they

may not be offered, sold,

transferred or

encumbered by

the Member

unless they

have been

first duly

registered or

unless an

exemption

from registration

is available.

The Member

acknowledges that

he, she

or it

understands that

unregistered

securities,

such

the

Membership

Certificates,

must

held

indefinitely

unless

they

are

subsequently

registered or

unless an

exemption from

registration is

available with

respect to

a proposed

offer, sale,

transfer

or encumbrance;

(b)

Such

Member

“accredited

investor”

within

the

meaning

Rule 501

promulgated under the Securities Act, and agrees that it will not take any action that could have an adverse

effect on the availability

of the exemption from

registration provided by such

Rule 501 with respect to

the

offer and sale of the Units;

(c)

Such Member, together

with such Member’s

legal, financial and

other advisors, has

such knowledge

and experience

in financial

and business

matters and

is capable

of evaluating

the merits

and risks of an investment in the LLC so as to make an informed decision with respect thereto;

(d)

Such Member is able to bear the economic and financial risk of an investment in the

LLC for an indefinite period of time;

(e)

Such Member (i) has received all information that such Member deems necessary to

make an informed

investment decision with

respect to an

investment in the

LLC;(ii) has had

the unrestricted

opportunity to

make such

investigation as

such Member

desires pertaining

to the

LLC and

an investment

therein and

to verify

any information

furnished to

such Member;

and (iii) has

had the

opportunity to

ask

questions of representatives of the LLC concerning the LLC and such Member’s investment;

(f)

The

execution,

delivery

and

performance

this

Agreement

have

been

duly

authorized by such Member and do not require such

Member to obtain any consent or approval that has

not

been obtained

and do

not contravene

or result

in a

default in

any material

respect under

any provision

any

law

regulation

applicable

such

Member

other

governing

documents

any

agreement

instrument to which such Member is a party or by which such Member is bound; and

(g)

This

Agreement is

valid, binding

and enforceable

against such

Member in

accordance

with its terms,

except as may

be limited by

bankruptcy, insolvency, reorganization,

moratorium, and other

similar

laws

general

applicability

relating

affecting

creditors’ rights

general

equity

principles

(regardless of whether considered at law or in equity).

ARTICLE XVII

COVENANTS

17.1

Confidentiality

Each Non-Managing Member

agrees not to

divulge, communicate or

use

to the

detriment of

the Company or

the LLC, or

misuse in

any way,

any confidential

information or

trade

secrets

the

Company

the

LLC,

except

may

required

law;

provided,

however,

that

this

prohibition shall not apply to any information that has been publicly disclosed.

ARTICLE XVIII

GENERAL PROVISIONS

18.1

Successors and Assigns.

This Agreement and all covenants herein contained shall inure to

the benefit of and

be binding upon the

parties hereto, their heirs,

executors, administrators, successors and

assigns.

Without

limiting

the

foregoing,

the

parties

intend

for

the

rights

and

obligations

under

this

Agreement

survive

the

death

any

party

other

person,

including

any

Member

and

the

Contributed

Shares,

and

specifically

enforceable

against

any

deceased

party’s

heirs,

executors,

administrators, representatives, successors or assigns to the fullest extent permitted by law.

18.2

Notices.

Any notice

required to

be given

under this

Agreement shall

be deemed

to have

been

given and received if actually

received, such as by telephone,

telecopier, electronic mail,

hand delivery,

other means, and the giver has

reasonable evidence or acknowledgment of its

receipt.

Notice shall also be

deemed to have been given if deposited in the United States mail, postage prepaid, in which case it shall

deemed to have been

received on the third

business day after the

date of such deposit,

or if deposited with

commercial

government

overnight

carrier,

which

case

shall

deemed

received

the

first

business day after the date of such deposit.

(a)

Address of Member.

In the case of a Participant or Certificate Holder, such notice

shall be addressed to such party, as set forth on Exhibit B attached hereto.

(b)

Addresses of Managing Member(s).

In the case of a notice to the Managing

Member by a Non-Managing Member, such notice shall be given to the Managing Member at the

principal office of the LLC, located at the principal business office of the Company,

as set forth on

Exhibit B attached hereto, or as it may be changed from time to time by the Managing Member by written

notice to all such holders.

18.3

Amendment

Agreement.

This

Agreement

and

the

Membership

Certificates

issued

hereunder

may

amended

upon

the

consent

writing

the

Managing

Member

and

all

Members

holding Membership Certificates

representing no less

than a majority of

the voting power

of the Units

at the

time;

provided,

however,

that

amendment

modification

modifying

the

rights

obligations

any

Member in

a manner

that is

disproportionately adverse

to (i) such

Member relative

to the

rights of

other

Members in respect

of Units of the

same class or

(ii) a class of

Units relative to the

rights of another

class

of Units,

shall in

each case

be effective

only with

that Member’s

consent or

the consent

of the

Members

holding a

majority of

the Units

in that

class.

Notwithstanding the

foregoing, the

Managing Member

may

amend this Agreement without the consent of the

Members to (i) reflect the admission of new Members

accordance

with

this

Agreement

long

such

Members

have

executed

the

applicable

joinder

contemplated hereby and

(ii) update any exhibit

hereto to reflect

any changes in

any Managing Member’s

Non-Managing

Member’s

name,

address

number

LLC

Units,

including

the

Members

Schedule.

Executed counterparts of all amendments

to this Agreement (including all

joinders and amended exhibits to

this Agreement) shall be filed at the principal business office of the Company.

18.4

Costs and Expenses.

Except as otherwise provided herein, each party hereto, including the

LLC and each

Member, shall

pay its, his

or her own expenses

incurred in connection

with the preparation

and execution of this Agreement, or any amendment hereof, this Agreement.

18.5

Severability of Provisions.

The invalidity

or unenforceability of

any term

or provision of

this Agreement shall not affect the validity of the remainder hereof.

18.6

Controlling Law;

Submission to

Jurisdiction; Specific

Performance.

The LLC

created

hereunder

limited

liability

company

created

under

the

Delaware

Act.

All

questions

concerning

this

Agreement

and

the

LLC

created

hereunder,

including

the

validity,

construction,

effect,

assignment

and

administration

this

Agreement

and

the

LLC

created

hereunder,

shall

always,

and

all

events,

determined under the law of the

State of Delaware without regard

to conflict of law principles

(whether of

the State of Delaware or any other jurisdiction).

EACH

PARTY

THIS

AGREEMENT

HEREBY

IRREVOCABLY

SUBMITS

THE

EXCLUSIVE

JURISDICTION

THE

COURT

CHANCERY

THE

STATE

DELAWARE

(OR IF SUCH

COURT DOES NOT HAVE SUBJECT MATTER

JURISDICTION, ANY OTHER STATE

COURT OF

THE STATE

OF DELAWARE

OR THE FEDERAL

COURTS

LOCATED

IN THE STATE

DELAWARE)

ANY

ACTION,

SUIT

PROCEEDING

ARISING

CONNECTION

WITH

THIS AGREEMENT,

AND AGREES

THAT

ANY SUCH

ACTION, SUIT

OR PROCEEDING

SHALL

BE BROUGHT ONLY

IN THE COURT

OF CHANCERY

(OR SUCH OTHER

COURTS

IDENTIFIED

HEREIN IF THE

COURT

OF CHANCERY

DOES NOT HAVE

SUBJECT MATTER

JURISDICTION)

AND

WAIVES

ANY

OBJECTION

BASED

FORUM

NON

CONVENIENS

ANY

OTHER

OBJECTION

VENUE

THEREIN;

PROVIDED,

HOWEVER,

THAT

SUCH

CONSENT

JURISDICTION

SOLELY

FOR

THE

PURPOSE

REFERRED

THIS

PARAGRAPH

AND

SHALL NOT

BE DEEMED

TO BE

A GENERAL

SUBMISSION TO

THE JURISDICTION

OF SUCH

COURTS OR IN THE STATE

OF DELAWARE

OTHER THAN FOR

SUCH PURPOSE.

THE PARTIES

HERETO

HEREBY

WAIVE

ANY

RIGHT

TRIAL

JURY

CONNECTION

WITH

ANY

SUCH ACTION, SUIT OR PROCEEDING.

Service

process

party

any

action

arising

out

relating

this

Agreement

shall

effective if delivered to such party in accordance with Section 18.2.

The parties

hereto hereby

agree that

it is

impossible to

measure in

money the

damages which

will

accrue to a party hereto or to its heirs, personal representatives, or assigns by reason of a failure to perform

any

obligations

under

this

Agreement

and

agree

that

the

terms

this

Agreement

shall

specifically

enforceable.

any

party

hereto

its

heirs,

personal

representatives,

assigns

institutes

any

action

proceeding to

specifically enforce

the provisions

hereof, any

person against

whom such

action or

proceeding

is brought (i) hereby waives the claim or

defense therein that such party or such

personal representative has

an adequate remedy at law,

(ii) hereby waives any bond, surety,

or other security that might be

required of

any other party

with respect thereto,

and (iii) shall

not offer

in any such

action or proceeding

the claim or

defense that an adequate remedy at law exists.

18.7

Construction of Agreement.

All questions concerning the interpretation or construction of

this Agreement shall be

determined by the Managing

Member, whose decision shall be

final and binding on

all parties.

18.8

Multiple Counterparts.

This Agreement may be

executed by the parties

herein, or any of

them, in

any number

of counterparts,

with the

same force

and effect

as if

they had

all executed

the same

instrument.

18.9

Entire

Agreement.

This Agreement

(including the

exhibits attached

hereto)

contains the

entire

understanding

among

the

parties

hereto

with

respect

the

subject

matter

hereof,

and

representation, warranty,

covenant or

condition other

than those

expressly set

forth herein

shall be

of any

force or effect.

18.10

No Third-party Beneficiaries.

Except as expressly provided herein,

this Agreement is for

the sole

benefit of

the parties

hereto (and

their respective

heirs, executors,

administrators, successors

and

assigns)

and

nothing

herein,

express

implied,

intended

shall

confer

upon

any

other

Person,

including any creditor of the LLC, any legal or equitable right, benefit or remedy of any nature whatsoever

under or by reason of this Agreement.

* * * * *

IN WITNESS WHEREOF, the LLC,

the Managing Member

and each other

Member has caused

this

Agreement to be duly executed as of the date first specified above.

DLNL, LLC

By:

/s/ Adolphus B. Baker

Adolphus B. Baker

Managing Member

Managing Member:

/s/ Adolphus B. Baker

Adolphus B. Baker,

Managing Member

Non-Managing Members:

/s/ Dinnette Adams Baker

Dinnette Adams Baker

/s/ Luanne Adams

Luanne Adams

/s/ Nancy Adams Briggs

Nancy Adams Briggs

/s/ Laurel Adams Krodel

Laurel Adams Krodel

EXHIBIT A

FORM OF MEMBERSHIP CERTIFICATE

No.

Number of

[Class A Units]

[Common Units]

DLNL, LLC

Formed under the Laws of the State of Delaware

THIS IS TO CERTIFY that __________________________ is

the registered owner of

__________

[Class A Units] [Common Units] of

DLNL, LLC, a Delaware limited

liability company (the “LLC”), under

the Amended and

Restated Limited Liability

Company Operating Agreement

dated as of

February 25, 2025

(the

“Agreement”),

and

among

the

LLC,

Adolphus

Baker,

Managing

Member,

and

the

other

Members and holders of Membership Certificates.

A copy of the

Agreement is on file

with the Company,

and with the

Managing Member,

Adolphus

Baker,

the

principal

place

business

the

Company.

Each

holder

this

Certificate

the

acceptance hereof assents and agrees to be bound by all the provisions of the Agreement.

NEITHER

THIS

CERTIFICATE

NOR

THE

UNITS

REPRESENTED

HEREBY

TRANSFERABLE,

WHETHER

SALE,

ASSIGNMENT,

GIFT,

BEQUEST,

APPOINTMENT

OTHERWISE,

BY THE HOLDER OF

RECORD HEREOF EXCEPT TO THE

EXTENT PROVIDED BY

THE

AGREEMENT

AND

SUBJECT

SUCH

PROCEDURES

MAY

REQUIRED

THE

MANAGING

MEMBER.

THIS

CERTIFICATE

AND

THE

UNITS

REPRESENTED

HEREBY

ARE

SUBJECT

ADDITIONAL

TRANSFER

AND

VOTING

RESTRICTIONS

SET

FORTH

THE

AGREEMENT.

THE

MANAGING

MEMBER

MAY

TREAT

THE

HOLDER

RECORD

HEREOF

AS THE

OWNER OF

THIS CERTIFICATE

FOR ALL

PURPOSES.

ANY ATTEMPTED

TRANSFER

OF THIS

CERTIFICATE

THE

UNITS REPRESENTED

HEREBY

WHICH IS

NOT PERMITTED

PURSUANT

THE

AGREEMENT

SHALL

VOID.

THE

EVENT

TRANSFER

PERMITTED BY

THE AGREEMENT,

EVERY

TRANSFEREE OF

THIS CERTIFICATE

SHALL BY

THE ACCEPTANCE HEREOF BECOME SUBJECT TO

THE PROVISIONS OF THE AGREEMENT.

THE

SALE,

ASSIGNMENT,

GIFT,

PLEDGE

OTHER

ENCUMBRANCE,

OTHER

TRANSFER

THIS

MEMBERSHIP

CERTIFICATE

THE

UNITS

(OR

ANY

INTEREST

THEREIN)

REPRESENTED

HEREBY

SUBJECT

THE

RESTRICTIONS,

TERMS

AND

CONDITIONS SET

FORTH IN THE

COMPANY

’S RESTATED CERTIFICATE

OF INCORPORATION

AND

THE

AGREEMENT

DESCRIBED

THIS

CERTIFICATE

AND

PURSUANT

WHICH

THIS CERTIFICATE

IS ISSUED.

A COPY OF THE AGREEMENT IS ON FILE AT

THE PRINCIPAL

PLACE OF

BUSINESS

OF THE

COMPANY

NO SUCH

TRANSFER OF

THIS

CERTIFICATE,

THE SHARES

REPRESENTED BY

THIS CERTIFICATE, MAY

BE EFFECTED,

EXCEPT PURSUANT

THE

TERMS

SUCH

RESTATED

CERTIFICATE

INCORPORATION

AND

THE

AGREEMENT.

THE

SECURITIES

REPRESENTED

THIS

CERTIFICATE

HAVE

NOT

BEEN

REGISTERED

UNDER

THE

SECURITIES

ACT

1933,

AMENDED,

THE

APPLICABLE

SECURITIES

LAWS

ANY

STATE

BUT

HAVE

BEEN

ISSUED

RELIANCE

UPON

EXEMPTIONS FROM REGISTRATION

CONTAINED IN SAID LAWS

NO SALE, OFFER TO SELL

OR OTHER

TRANSFER OF

THE SECURITIES

REPRESENTED BY

THIS CERTIFICATE

MAY

MADE

UNLESS

REGISTRATION

STATEMENT

UNDER

SAID

LAWS

EFFECT

WITH

RESPECT TO THE SECURITIES,

OR AN EXEMPTION FROM THE

REGISTRATION

PROVISIONS

OF SUCH LAWS IS THEN APPLICABLE.

WITNESS

WHEREOF,

the

Managing

Member

has

executed

this

Certificate

behalf

the

LLC by affixing his hand this

day of

, 20

DLNL, LLC

By:

Adolphus B. Baker, Managing Member

(FORM OF ASSIGNMENT FOR REVERSE SIDE OF

MEMBERSHIP CERTIFICATE)

FOR VALUE RECEIVED, ______________________________ hereby sells,

assigns and transfers

unto

______________________________

the

within

Certificate

and

all

rights

and

interests

thereby

and

does

hereby

irrevocably

constitute

and

appoint

______________________________

attorney

transfer

such

certificate

the

books

the

LLC

under

the

Agreement

within

referred

to,

with

full

power

substitution in the premises.

Dated:

___________

Name:

In the presence of:

________________________________

INFORMATION RELATING

TO MANAGING MEMBER

AND NON-MANAGING MEMBERS

MANAGING MEMBER:

ADOLPHUS B. BAKER:

Address:

c/o Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601–948–6813

Fax:

601–969–0905

Email:

NON-MANAGING MEMBERS:

DINNETTE ADAMS BAKER:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LUANNE ADAMS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

NANCY ADAMS BRIGGS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LAUREL ADAMS KRODEL:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

With a copy to counsel:

Name of Attorney:

Joseph E. Varner III

Name of Firm:

Brunini Law

Address:

190 East Capitol Street, Suite 190

Address (continued):

Jackson, MS 39201

Telephone:

Fax:

Email:

JOINDER

This

Joinder

made

the

date

written

below

the

undersigned

(the

“Joining

Party”)

accordance with the

Amended and Restated

Limited Liability Company

Operating Agreement dated

as of

February 25, 2025 by and

among DLNL, LLC

(the “LLC”), Adolphus B.

Baker, as Managing Member, and

the other

Members of

the LLC

under such

Agreement (the

“LLC Operating

Agreement”).

Capitalized terms

used, but

not defined,

herein shall

have the

respective meanings

ascribed to

such terms

in the

LLC Operating

Agreement.

The Joining Party hereby

represents and warrants to

the LLC that the

undersigned is an Immediate

Family

Member

Permitted

Transferee.

The

Joining

Party

hereby

acknowledges,

agrees

and

confirms

that, by its execution of

this Joinder, the

Joining Party shall be deemed

to be a party to

the LLC Operating

Agreement as of the date hereof and shall have

all of the rights and obligations of a “Member”

thereunder,

as if it had

executed the LLC

Operating Agreement.

The Joining Party hereby

ratifies, as of the

date hereof,

and

agrees

bound

by,

all

the

terms,

provisions

and

conditions

contained

the

LLC

Operating

Agreement.

IN WITNESS WHEREOF, the undersigned

has executed this Joinder as of the date written below.

Date:

_____________ ____, 20__

If an entity:

[Name of Joining Party]

By:

_____________________

Name:

Title:

If a natural person

_____________________

Name:

JOINDER OF MANAGING MEMBER

This

Joinder

Managing

Member

made

the

date

written

below

the

undersigned

(the

“Joining

Party”)

accordance

with

the

Amended

and

Restated

Limited

Liability

Company

Operating

Agreement dated as of February 25, 2025 by and

among DLNL, LLC (the “LLC”), Adolphus

B. Baker, as

Managing

Member,

and the

other

Members

of the

LLC

(the

“LLC Operating

Agreement”).

Capitalized

terms used,

but not

defined, herein

shall have

the respective

meanings ascribed

to such

terms in

the LLC

Operating Agreement.

The Joining Party hereby

represents and warrants to

the LLC that the

undersigned is an Immediate

Family Member.

The Joining Party hereby

acknowledges, agrees and confirms

that, by its execution

of this

Joinder,

the Joining

Party shall

be deemed

to be

a party

to the

LLC Operating

Agreement as

of the

date

hereof

and

shall

have

all

the

rights

and

obligations

“Managing

Member”

thereunder,

had

executed the LLC

Operating Agreement.

The Joining Party

hereby ratifies, as

of the date

hereof, and agrees

to be bound by, all of the terms, provisions and conditions contained in the LLC Operating Agreement.

IN WITNESS

WHEREOF,

the undersigned

has executed

this Joinder

of Managing

Member as

the date written below.

Date:

_____________ ____, 20__

_____________________

Name:

REDEMPTION REQUEST

Dated:

________________, 20_____

To the Managing Member of DLNL, LLC (the “LLC”)

The

undersigned

hereby

requests

the

redemption

Common

Units

the

LLC

pursuant

Section 7.3

the

Amended

and

Restated

Limited

Liability

Company

Operating

Agreement

dated

February 25, 2025 by and

among DLNL, LLC

(the “LLC”), Adolphus B.

Baker, as Managing Member, and

the other Members of the LLC

(the “LLC Operating Agreement”).

Capitalized terms used, but not

defined,

herein shall have the respective meanings ascribed to such terms in the LLC Operating Agreement.

The undersigned hereby requests the redemption of __________ Common Units in

exchange for an

equivalent number of Common Shares of Cal-Maine Foods, Inc. (the “Company”).

[Such

redemption

being

requested

pursuant

Section 7.3(a)

effect

transfer

sale

underlying

Common

Shares,

which

sale

transfer

compliance

with

the

Agreement

Regarding

Conversion and applicable federal and state securities laws.]

[Such redemption

is being

requested pursuant

to Section 7.3(b)

to effect

a transfer

to a

charitable

donor advised fund.]

[Such

redemption

being

requested

pursuant

Section 7.3(c)

for

the

following

purposes:

_________________________________________________________.

Delivered

with

this

notice

documentation supporting the number of Common Units requested to be redeemed for such purposes.]

Delivered with this request is

Membership Certificate(s) No(s).

________ registered in the name

the undersigned Member.

To the extent this request is approved by

the Managing Member, please (i) cause

a certificate representing

___________ Common Shares

to be transferred

to and registered

in the name

the undersigned

Member,

equal to

the __________

Common Units

being redeemed,

and (ii) issue

a new

Membership Certificate to the Member

for ________ Common Units, representing

the number of Common

Units that are not being redeemed and that will continue to be owned by the undersigned Member

after the

redemption.

Member

UNIT OWNERSHIP

AS OF THE RESTATEMENT

DATE

Member

Common

Units

Common

Contributed in

Exchange for

Such Common

Units

Class A

Units

Class A

Contributed

in Exchange

for Such

Class

Units

Total

Units

Total

Votes

Dolph Baker

1,309,245

13,092,450

Dinnette Adams Baker

56,595

1,090,755

1,147,350

10,964,145

Luanne Adams

343,787

800,000

1,143,787

8,343,787

Nancy Adams Briggs

343,787

800,000

1,143,787

8,343,787

Laurel Adams Krodel

343,787

800,000

1,143,787

8,343,787

Total

1,087,956

4,800,000

5,887,956

49,087,956

THIRD AMENDED AND RESTATED

CERTIFICATE

OF INCORPORATION

CAL-MAINE FOODS, INC.

Cal-Maine Foods, Inc.

(the “Corporation”), a

corporation organized and

existing under and

pursuant

the

provisions

the

General

Corporation

Law

the

State

Delaware

(the

“DGCL”),

does

hereby

certify as follows:

FIRST

The original Certificate of Incorporation of

the Corporation was filed with

the Secretary of

State

the

State

Delaware

September 10, 1969;

the

Amended

and

Restated

Certificate

Incorporation

the

Corporation

was

filed

with

the

Secretary

State

the

State

Delaware

October 3, 1996;

the

Second Amended

and

Restated

Certificate

Incorporation

the

Corporation

was

filed with the Secretary of State of the

State of Delaware on July 20, 2018; and a Certificate of

Amendment

the

Second Amended

and

Restated

Certificate

Incorporation

the

Corporation

was

filed

with

the

Secretary of State of the State of Delaware on October 4, 2024.

SECOND

This

Third Amended

and

Restated

Certificate

Incorporation

was

duly

adopted

accordance with

Sections 242 and

245 of

the DGCL and

was duly

approved by

the written

consent of

the

stockholders of the Corporation in accordance with Section 228 of the DGCL.

THIRD

This Third

Amended and

Restated Certificate

of Incorporation

shall become

effective upon

filing with the Secretary of State of the State of Delaware.

The

Corporation

hereby

restates

and

integrates

and

further

amends

the

Second

Amended

and

Restated

Certificate

Incorporation,

amended,

the

Corporation

revising

such

document

its

entirety as follows:

ARTICLE I

NAME

The name of the Corporation is CAL-MAINE FOODS, INC.

ARTICLE II

REGISTERED OFFICE

The

name

its

registered

agent

The

Corporation

Service

Company

The

address

such

registered

office

the

State

Delaware

251

Little

Falls

Drive, Wilmington,

Delaware

19808,

the

County of New Castle.

ARTICLE III

PURPOSE

The purpose of

the Corporation is to

engage in any

lawful act or activity

for which corporations

may

be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

Authorized Capital Stock.

The amount of capital stock that the Corporation is authorized to

issue shall be

134,800,000 shares of Capital

Stock and shall

consist of (a) 120,000,000

shares of common

stock with a

par value of

$0.01 per share (the

“Common Stock”), (b) 10,000,000 shares

of preferred stock

with a

par value

of $0.01 per

share (the

“Preferred Stock”)

and (c) 4,800,000 shares

of Class A

Common

Stock with a par value of $0.01 per share.

Increase

or Decrease

Authorized

Preferred

Stock.

The

number

authorized

Preferred Stock

may be

increased or

decreased (but

not below

the number

of shares

thereof then

outstanding)

by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled

to vote

generally in

the election

of directors,

irrespective of

the provisions

of Section 242(b)(2)

of the

DGCL

(or any successor provision thereto), voting

together as a single class, without

a separate vote of the holders

of the Preferred Stock , unless a vote by any holders of one or more

series of Preferred Stock is required by

the

express terms

any series

of Preferred

Stock as

provided

for

or fixed

pursuant

the

provisions of

Article IV,

Section 4 of this amended and

restated certificate of incorporation of

the Corporation (as further

amended from time to time in

accordance with the provisions hereof and

including, without limitation, the

terms

any

certificate

designation

with

respect

any

series

Preferred

Stock,

this

“Certificate

Incorporation”).

Common Stock.

(a)

The holders of shares of Common Stock shall be entitled to one vote

for each such share on

each

matter properly

submitted to

the stockholders

of the

Corporation

on which

the holders

of shares

Common Stock

are

entitled to

vote.

The holders

of shares

of Common

Stock shall

not have

cumulative

voting rights.

Except as

otherwise required

by law

or this

Certificate of

Incorporation, and

subject to

the

rights of the

holders of shares

of Preferred Stock,

if any, at any

annual or special

meeting of the

stockholders

of the

Corporation, the holders

of shares of

Common Stock shall

have the right

to vote for

the election of

directors and on all other matters properly submitted to a vote of the

stockholders; provided, however, that,

except as otherwise required

by law, holders of shares of

Common Stock shall

not be entitled to

vote on any

amendment to

this Certificate

of Incorporation

that relates

solely to

the terms,

number of

shares, powers,

designations,

preferences

relative,

participating,

optional

other

special

rights

(including,

without

limitation, voting rights), or to qualifications, limitations or restrictions thereof, of one or more outstanding

series of Preferred Stock if the holders

of such affected series are entitled, either separately

or together with

the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or

pursuant to the DGCL.

(b)

Except as

otherwise required

by law

or this

Certificate of

Incorporation, and

subject to

the

rights of the holders

of shares of Preferred

Stock, the holders of

shares of Common Stock

shall be entitled

receive

such

dividends

and

other

distributions

(payable

cash,

property

capital

stock

the

Corporation) when,

as and

if declared

thereon by

the board

of directors

of the

Corporation (the

“Board”)

from time

to time

out of

any assets

or funds

of the

Corporation legally

available therefor

and shall

equally on a per share basis in such dividends and distributions.

(c)

Except as otherwise required by

law or this Certificate of

Incorporation, in the event of

any

voluntary

involuntary

liquidation,

dissolution

winding-up

the

Corporation,

after

payment

provision for payment

of the debts

and other liabilities

of the Corporation,

and subject

to the rights

of the

holders

Preferred

Stock

respect

thereof,

the

holders

Common

Stock

shall

entitled to receive

all of the

remaining assets of

the Corporation

available for distribution

to its stockholders,

ratably in proportion to the number of shares of Common Stock held by them.

Preferred Stock.

(a)

The Board is

expressly authorized to

issue from time

to time shares

of Preferred Stock

in one

or more

series pursuant to

a resolution or

resolutions providing for

such issue duly

adopted by the

Board.

The Board is further authorized, subject to limitations prescribed by law,

to fix by resolution or resolutions

and

set

forth

certification

designation

filed

pursuant

the

DGCL

the

powers,

designations,

preferences

and

relative,

participating,

optional

other

special

rights,

any,

and

the

qualifications,

limitations or

restrictions thereof,

if any, of

any wholly

unissued series

of Preferred

Stock, including,

without

limitation, dividend

rights, dividend

rate, conversion

rights, voting

rights, rights

and terms

of redemption

(including,

without

limitation,

sinking

fund

provisions),

redemption

price

prices

and

liquidation

preferences of

any such

series, and

the number

of shares

constituting any

such series

and the

designation

thereof, or any of the foregoing.

(b)

The

Board

further

authorized

increase

(but

not

above

the total

number

authorized

shares of the class) or

decrease (but not below the

number of shares of any

such series then outstanding) the

number of shares

of any series

of Preferred Stock,

the number of

which was fixed

by it, subsequent

to the

issuance of

shares of

such series

then outstanding,

subject to

the powers,

preferences and

rights, and

the

qualifications, limitations and

restrictions thereof,

stated in

this Certificate of

Incorporation or the

resolution

of the Board originally fixing the number

of shares of such series.

If the number of shares of any series

Preferred Stock is so decreased, then the shares constituting such decrease shall resume the status that they

had prior to the adoption of the resolution originally fixing the number of shares of such series.

Class A Common Stock.

As long as any shares of Class A Common Stock are issued and

outstanding, the powers, designations, preferences or relative, participating, optional or other special rights

(including, without limitation, voting rights) of the Common Stock shall be subject to the powers,

designations, preferences or relative, participating, optional or other special rights (including, without

limitation, voting rights) of the Class A Common Stock, as described in this Article IV,

Section 5 and, if

applicable, elsewhere in this Certificate of Incorporation.

At the earliest date that no shares of Class

Common Stock are issued or outstanding, the provisions of this Article IV,

Section 5 shall terminate and

cease to be of any further force or effect.

(a)

The holders of shares of Class

Common Stock shall not have cumulative voting rights.

(b)

Each share of Class A Common Stock shall have ten votes per share on all matters that may

be submitted to a vote or consent of the stockholders.

(c)

Except as otherwise provided herein or required

by law, the Common Stock and the Class A

Common Stock shall together vote as a class, except that the

holders of Common Stock shall have one vote

per share and the holders of Class A Common Stock shall have ten votes per share.

(d)

Anything herein

to the

contrary notwithstanding,

the holders

of Common

Stock shall

have

exclusive voting power on all matters

at any time when no shares of

Class A Common Stock are issued and

outstanding,

and

the

holders

the

Class A

Common

Stock

will

have

the

exclusive

voting

power

all

matters at any time when no shares of the Common Stock are issued and outstanding.

(e)

Except as otherwise provided

herein or required by

applicable law, shares of Common Stock

and Class A Common Stock shall have the same rights and powers, rank equally (including as to dividends

and distributions, and

upon any liquidation,

dissolution or winding

up of the

Corporation), share ratably

and

be identical in all respects and as to all matters.

(f)

Shares of

Common Stock

and Class A

Common Stock

shall be

treated equally,

identically

and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and

paid

from time

to time

by the

Board out

of any

assets of

the Corporation

legally available

therefor; provided,

however, that in the event a dividend

is paid in the

form of shares of

Capital Stock (or rights

to acquire such

shares), then

holders of

Common Stock

shall receive

shares of

Common Stock

(or rights

to acquire

such

shares, as the case may

be) and holders of Class

A Common Stock shall receive

shares of Class A Common

Stock (or rights

to acquire such

shares, as the

case may be),

with holders of

shares of Common

Stock and

Class A Common Stock receiving, on a per share basis, an identical number

of shares of Common Stock or

Class A

Common

Stock,

applicable.

Notwithstanding

the

foregoing,

the

Board

may

pay

make

disparate dividend

or distribution

per share

of Common

Stock or

Class A Common

Stock (whether

in the

amount of such dividend or distribution

payable per share, the form in

which such dividend or distribution

is payable, the timing of

the payment, or otherwise) if

such disparate dividend or distribution

is approved in

advance by the

affirmative vote of the

holders of a

majority of the

outstanding shares of

Common Stock and

Class A Common Stock, each voting separately as a class.

(g)

Shares of

Common Stock

or Class A

Common Stock

may not

be subdivided,

combined or

reclassified

unless

the

other

class

are

concurrently

therewith

proportionately

subdivided,

combined or reclassified

in a manner

that maintains the

same proportionate equity

ownership between the

holders

the

outstanding

Common

Stock

and

Class A

Common

Stock

the

record

date

for

such

subdivision,

combination

reclassification;

provided,

however,

that

one

such

class

may

subdivided,

combined

reclassified

different

disproportionate

manner

such

subdivision,

combination or reclassification is

approved in advance by

the affirmative vote

of the holders of

a majority

of the outstanding shares of Common Stock and Class A Common Stock, each voting separately as a class.

(h)

the

event

any

voluntary

involuntary

liquidation,

dissolution

winding-up

the

Corporation, after

payment or

provision for

payment of

the debts

and other

liabilities of

the Corporation,

and subject to the rights of the holders of shares of Preferred Stock in respect thereof, the

holders of shares

of Common Stock and Class A Common Stock shall be entitled

to receive all of the remaining assets of the

Corporation available

for distribution

to its

stockholders, ratably

in proportion

to the

number of

shares of

Common

Stock

Class A

Common

Stock,

applicable,

held

them,

unless

disparate

different

treatment of

the shares of

each such class

with respect

to distributions upon

any such liquidation,

dissolution

or winding up is approved

in advance by the affirmative vote

of the holders of a majority

of the outstanding

shares of Common Stock and Class A Common Stock, each voting separately as a class.

(i)

the

event

(i) a

merger,

consolidation

other

business

combination

requiring

the

approval of the holders of the Corporation’s

capital stock entitled to vote thereon, (ii) a tender or exchange

offer to

acquire any

shares of

Common Stock

or Class A

Common Stock

by an

third party

pursuant to an

agreement to

which the

Corporation is

a party,

or (iii) a

tender or

exchange offer

to acquire

any shares

Common

Stock

Class A

Common

Stock

the

Corporation,

holders

the

Common

Stock

and

the

Class A Common

Stock shall

have the

right to

receive, or

the right

to elect

to receive,

the same

form and

amount of consideration on a per share basis.

(j)

The holders of

record of Class A

Common Stock may

at any time

convert any whole

number

all

such

holder’s

Class A

Common

Stock

into

fully

paid

and

non-assessable

Common Stock of

the Corporation at

the rate

(subject to adjustment

as hereinafter provided)

of one share

of Common Stock for each share of

Class A Common Stock converted.

Such conversion shall be effected

by the

holder of

Class A Common

Stock surrendering

such Class A

Common Stock

certificate or

certificates

to be converted, duly endorsed, at the office of the Corporation or at

any transfer agent for the Corporation

or for the Class A Common Stock together with a written election to the Corporation at such office that the

holder

thereof

elects

convert

all

the

specified

number

Class A

Common

Stock

into

Common Stock and specifying the name or names in

which the holder desires the certificate or certificates

for such shares of Common

Stock to be issued.

Upon conversion, the Corporation shall

issue and deliver to

such

holder

holders,

nominee

nominees,

certificate

certificates

for

the

number

Common Stock to which

such holder shall be

entitled.

Such conversion shall be

deemed to have been

made

at the

close of

business on

the day

of presentation

for conversion

and the

person or

persons entitled

to receive

the shares

of Common

Stock as

a result

of such

conversion shall

be treated

for all

purposes as

the record

holder or holders of such shares of Common Stock on such date.

(k)

Before

any

Common

Stock

shall

delivered

upon

conversion,

the

holders

shares of

Class A Common

Stock whose shares

are being converted

into Common Stock

shall deliver

the

certificate or certificates representing such shares to the Corporation or its

duly authorized agent (or if such

certificates have been

lost, stolen, or

destroyed, the holder

thereof shall execute

an agreement satisfactory

to the Corporation to indemnify the

Corporation from any loss incurred by

it in relation to such conversion)

specifying the place where the Common

Stock issued in conversion thereof

shall be sent.

The endorsement

of the certificate or

certificates of Class A Common

Stock to be converted

into Common Stock shall

be in

form satisfactory to the Corporation or its agent, as the case may be.

(l)

The number

of shares

of Common

Stock into

which the

shares of

Class A Common

Stock

may be converted

shall be subject

to adjustment from

time to time

in the event

of any capital

reorganization,

reclassification

stock

the

Corporation

consolidation

merger

the

Corporation

with

into

another

corporation.

Each

of the

Class A

Common

Stock shall

thereafter

convertible

into

such

kind and amount of

securities or other assets

or both as are

issuable or distributable in

respect to the number

of shares

of Common

Stock into

which each

share of

Class A Common

Stock is

convertible immediately

prior

such

reorganization,

reclassification,

consolidation

merger.

any

such

case,

appropriate

adjustments shall be made by the Board in

the application of the provisions herein set forth

with respect to

the rights and interests thereafter

of the holders of

Class A Common Stock such that

the provisions set forth

herein (including provisions for adjustment

of the conversion rate) shall

thereafter be applicable, as

nearly

reasonably

may

possible

relation

any

securities

other

assets

thereafter

deliverable

upon

conversion of the Class A Common Stock.

(m)

The

Corporation

shall

all

times

reserve

and

keep

available

out

the

authorized

and

unissued

of Common

Stock, solely

for

the purpose

of effecting

the conversion

the outstanding

Class A

Common

Stock,

such

number

the

Common

Stock

shall

from

time

sufficient to effect conversion of all outstanding Class A Common Stock and if, at any time, the number of

authorized and

unissued shares

of Common

Stock shall

not be

sufficient

to effect

conversion of

the then

outstanding Class A Common Stock,

the Corporation shall take

such action as may

be necessary to increase

the number of authorized

and unissued shares of

Common Stock to such

number shall be sufficient for

such

purposes.

(n)

The Class A

Common Stock

may be

issued only

to Fred R.

Adams, Jr.,

his Immediate

Family

Members and any Permitted Transferee.

(o)

As used herein “Immediate

Family Members” is defined

as Fred R. Adams, Jr.,

his spouse,

his natural children, his sons-in-law, and his grandchildren, including

the estates of all of

such persons.

For

purposes of the foregoing,

the estate of a

person shall include only

such person’s

estate, and a person

who

receives a

distribution from

such estate

shall not

be an

Immediate Family

Member unless

such person

otherwise included in the foregoing definition of Immediate Family Member.

(p)

As used herein “Permitted Transferee”

includes:

(i)

an Immediate Family Member;

(ii)

a trust

held for

the sole

or primary

benefit of

one or

more Immediate

Family Members

or Permitted Transferees,

including any trustee

in such trustee’s

capacity as such;

provided, however,

that

if a trust is not for the sole benefit of

one or more Immediate Family Members or Permitted Transferees, an

Immediate

Family

Member

Permitted

Transferee

must

retain

sole

dispositive

and

exclusive

power

direct the

voting of

the shares

of Class A

Common Stock

held by

such trust;

provided further

that in

the

event an Immediate Family Member or Permitted Transferee ceases to retain sole dispositive

and exclusive

power to direct the voting

of the shares of Class A

Common Stock held by such

trust, each share of Class A

Common Stock held

by such trust

shall automatically be

converted into one

fully paid and

non-assessable

share of Common

Stock without any

further action by

the Corporation or

any holder of

Class A Common

Stock;

(iii)

a corporation, limited

liability company or

partnership, including but not

limited to,

a family limited partnership or similar limited liability company or corporation, or a single member limited

liability company, but only if all of the equity interest in such entity is owned, directly or indirectly, by one

Immediate

Family

Members

Permitted

Transferees

and

Immediate

Family

Member

Permitted

Transferee

retains

sole

dispositive

and

exclusive

power

direct

the

voting

the

Class A

Common

Stock

held

such

entity;

provided,

however,

that

the

event

Immediate

Family

Member or Permitted

Transferee ceases

to retain sole

dispositive and exclusive

power to direct

the voting

of the shares of Class A Common Stock held by such entity, each share of Class A Common Stock held by

such entity shall automatically be

converted into one fully paid

and non-assessable share of Common

Stock

without any further action by the Corporation or any holder of Class A Common Stock;

(iv)

Individual

Retirement

Account,

defined

Section 408(a)

the

Internal

Revenue Code, or

a pension, profit

sharing, stock bonus

or other type

of plan or

trust of which

an Immediate

Family Member or Permitted Transferee is a participant

or beneficiary and which satisfies the

requirements

for qualification

under Section 401

of the

Internal Revenue

Code, but

only if,

in each

case, an

Immediate

Family Member or Permitted Transferee retains sole dispositive and

exclusive power to direct the voting

the shares

of Class A

Common Stock

held by

such account,

plan or

trust; provided,

however,

that in

the

event an Immediate Family Member or Permitted Transferee ceases to retain sole dispositive

and exclusive

power to direct the voting of the shares of Class A

Common Stock held by such account, plan or trust, each

share of

Class A Common Stock

held by such

account, plan or

trust shall automatically

be converted

into

one fully paid and non-assessable share of Common

Stock without any further action by the Corporation

any holder of Class A Common Stock; or

(v)

any guardianship,

conservatorship or

custodianship for

the benefit

of an

Immediate

Family Member

who has

been adjudged

disabled, incapacitated,

incompetent or

otherwise unable

to manage

his or her own

affairs by a court of

competent jurisdiction, including any

guardian, conservator or custodian

in such guardian’s, conservator’s or custodian’s

capacity as such.

(q)

In the event

that beneficial or

record interest in

any shares of

Class A Common Stock

shall

transferred,

sold,

assigned,

conveyed,

hypothecated,

gifted

otherwise

disposed

transferred,

whether or not for value and whether voluntary

or involuntary or by operation of law or

intestacy, to,

or in

the event any shares of

Class A Common Stock, by operation

of law or otherwise, are

(or shall be deemed

to be)

owned by,

any person

or entity

other than

an Immediate

Family Member

or Permitted

Transferee,

each such

share of

Class A Common

Stock shall

automatically be

converted into

one fully

paid and

non-

assessable share of Common Stock without any further

action by the Corporation or any holder of

Class A

Common Stock.

For the

avoidance of

doubt, a “transfer”

shall also

include, without

limitation, a

transfer

of shares

of Class A

Common Stock

to a

broker or

other nominee

(regardless of

whether or

not there

is a

corresponding change in beneficial ownership),

or the transfer of,

or entering into a

binding agreement with

respect

to,

the

power

vote

direct

the

vote

any

Class A

Common

Stock

proxy

otherwise; provided, however, that granting

a proxy to officers or

directors of the Corporation

at the request

of the Board in connection with actions to be taken at an annual or special meeting of stockholder shall not

be considered a “transfer.”

(r)

For

the

avoidance

doubt,

“transfer”

shall

deemed

have

resulted

from,

and

conversion of Class A

Common Stock into

Common Stock shall

occur as a

result of, any

person’s entry into

that certain Amended and Restated Memorandum

of Understanding dated May 14, 2018 or the

transaction

documents contemplated thereby.

(s)

At such time

as less than

4,300,000 shares of Class

A Common Stock,

or less than

4,600,000

shares of Class A Common Stock and Common Stock in

the aggregate, (such amounts to be adjusted from

time

for

subdivisions,

combinations,

stock

splits

and

pro

rata

stock

dividends),

are

beneficially

owned by

Immediate Family

Members or

Permitted Transferees,

then each

outstanding share

of Class

Common

Stock

shall

automatically

converted

into

one

validly

issued

and

non-assessable

Common Stock without any further action by the Corporation or any holder of Class A Common Stock.

(t)

No shares of Class A Common Stock acquired by the Corporation by reason of redemption,

purchase,

conversion

otherwise

shall

reissued

and

all

such

shall

cancelled,

retired

and

eliminated from the shares that the Corporation shall be authorized to issue.

(u)

The holder of shares of Class A Common Stock

of the Corporation may pledge or otherwise

utilize

Class A

Common

Stock

security

for

obligation

holder

such

stock.

Such

pledge

utilization shall not

be considered as

a transfer of

ownership for the

purposes of determining

eligibility of

ownership

the

Class A

Common

Stock

until

the

beneficial

ownership

any

such

pledged

hypothecated stock is

transferred of record

to a person

or entity who

is not an

Immediate Family Member

or Permitted Transferee.

(v)

Conversion

into

Common

Stock

shall

deemed

have

occurred

(whether

not

certificates representing such shares are surrendered) as

of the close of business on the date

of transfer and

the person or persons (including any entity or entities) entitled

to receive shares of Common Stock issuable

upon

such

conversion

shall

treated

for

all

purposes

the

record

holder

holders

such

Common Stock on such date.

(w)

The Corporation shall

pay any and all

taxes or other fees

payable in respect of

the issuance

and delivery of

shares of Common

Stock issuable as

a result of the

conversion of Class A

Common Stock

unless the

issuance of

Common Stock

results from

the transfer

of Class A

Common Stock

to a

person or

entity not entitled to the ownership thereof.

(x)

So long as any shares of Class A Common Stock are outstanding, the Corporation shall not,

without first obtaining the approval

by vote or written consent

in the manner provided by

law of the holders

not

less

than

the

total

number

Class A

Common

Stock

outstanding,

voting

separately as a class,

(1) alter or change the rights

or privileges of Class A Common

Stock, (2) amend any

provision

this

Article IV,

Section 5

affecting

the

Class A

Common

Stock

(3) effect

any

re-

classification or re-capitalization of the Corporation’s outstanding capital stock.

(y)

Shares of Class A Common Stock may be issued to any party eligible to own such stock for

such

consideration,

amount

not

less

than

the

par

value

thereof,

the

Board

shall

determine

adequate,

including

without

limitation,

the

Corporation’s

Common

Stock

for

basis.

ARTICLE V

BOARD OF DIRECTORS

General Powers.

The business and affairs

of the Corporation shall be

managed by or under

the direction of the Board.

Number of Directors; Election; Term.

(a)

The number of directors that shall constitute the entire Board shall not be less than three nor

more than twelve. Within

such limit, the number

of members of the

entire Board shall be

fixed, from time

to time, exclusively by the Board in accordance with the bylaws of the Corporation (as amended from time

to time in accordance with the provisions hereof and thereof,

the “Bylaws”), subject to the rights of holders

of any series of Preferred Stock with respect to the election of directors, if any.

(b)

Subject to the

rights of holders

of any series

of Preferred Stock

with respect to

the election

of directors, the directors of the

Corporation shall be divided into three

classes as nearly equal in number

is practicable, hereby designated Class

I, Class II and Class III.

The Board is authorized

to assign members

of the Board already in office to such classes.

The term of office of the initial Class I directors shall expire

upon the election of directors at the first annual meeting of stockholders following the

effectiveness of this

Article V; the term of office

of the initial Class II directors shall expire upon the election of directors at the

second annual meeting of stockholders following the effectiveness

of this Article V;

and the term of office

the

initial

Class III

directors

shall

expire

upon

the

election

directors

the

third

annual

meeting

stockholders

following

the

effectiveness

this

Article V.

each

annual

meeting

stockholders,

commencing

with

the

first

annual

meeting

stockholders

following

the

effectiveness

this

Article V,

each of

the successors

elected to

replace the

directors of

a class

whose term

shall have

expired at

such annual

meeting shall be elected

to hold office until the

third annual meeting next

succeeding his or her

election and

until

his

her

respective

successor

shall

have been

duly

elected

and

qualified.

Subject

the

rights

holders of any series of

Preferred Stock with respect to

the election of directors, if

the number of directors

that constitutes the Board is

changed, any newly created

directorships or decrease in directorships

shall be

apportioned

the

Board

among

the

classes

make

all

classes

nearly

equal

number

practicable;

provided,

however,

that

decrease

the

number

directors

constituting

the

Board

shall

shorten the term of any incumbent director.

(c)

Subject to the

rights of holders

of any series

of Preferred Stock

with respect to

the election

of directors,

each director

shall serve

until such

director’s

successor is

duly elected

and qualified

or until

such director’s earlier death, resignation or removal.

(d)

Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Removal.

Subject to the rights

of holders of any

series of Preferred Stock

with respect to the

election of directors, a director

may be removed from

office by the stockholders of the

Corporation only for

cause and only

by the affirmative

vote of the

holders of at

least a majority

of the voting

power of all

then

outstanding shares of capital stock of the Corporation entitled to

vote generally in the election of directors,

voting together as a single class.

Vacancies

and Newly

Created Directorships.

Subject to

the rights

of holders

of any

series

of Preferred Stock with respect to

the election of directors, vacancies

occurring on the Board for any

reason

and newly created directorships resulting from an increase in the number of directors may be filled only by

vote

majority

the

remaining

members

the

Board,

although

less

than

quorum,

sole

remaining director,

at any

meeting of

the Board

and not

by the

stockholders.

A person

so elected

by the

Board to fill a vacancy or newly created directorship shall hold

office until the next election of the class for

which such

person shall

have been

assigned by

the Board

and until

such person’s

successor shall

be duly

elected and qualified or until such director’s earlier death, resignation or removal.

ARTICLE VI

AMENDMENT OF BYLAWS

furtherance

and

not

limitation

the

powers

conferred

statute,

the

Board

expressly

authorized to adopt, amend, alter or repeal

the Bylaws.

The Bylaws may also be adopted, amended,

altered

or repealed by the stockholders

of the Corporation by the

affirmative vote of the holders

of at least 66

the

voting

power

all

then

outstanding

capital

stock

the

Corporation

entitled

vote

generally in the election of directors, voting together as a single class.

ARTICLE VII

STOCKHOLDERS

No Action by Written Consent of

Stockholders.

Except as otherwise expressly provided by

the terms of any series of Preferred Stock permitting the holders of such series

of Preferred Stock to act by

written consent,

any action

required or

permitted to

be taken

by the

stockholders of

the Corporation

must

be effected at a duly called

annual or special meeting of

the stockholders of the Corporation

and may not be

effected by written consent in lieu of a meeting.

Special

Meetings.

Except

otherwise

expressly

provided

the

terms

any

series

Preferred

Stock

permitting

the

holders

such

series

Preferred

Stock

call

special

meeting

the

holders of

such series,

special meetings

of the

stockholders of

the Corporation

may be

called only

by the

Board Chair or the Board, and the ability of the

stockholders to call a special meeting of the stockholders

hereby specifically denied.

ARTICLE VIII

LIMITATION OF LIABILITY

AND INDEMNIFICATION

Limitation of

Personal Liability.

No director

or officer

of the

Corporation shall

have any

personal liability to the

Corporation or its stockholders

for monetary damages for

breach of fiduciary duty

director

officer,

except

the

extent

such

exemption

from

liability

limitation

thereof

not

permitted under

the DGCL,

as it

presently exists

or may

hereafter be

amended from

time to

time.

If the

DGCL

amended

authorize

corporate

action

further

eliminating

limiting

the

personal

liability

directors or

officers, then the

liability of

a director

or officer

of the

Corporation shall

be eliminated

or limited

to the

fullest extent

permitted by the

DGCL, as

so amended.

For purposes

of this

Article VIII, Section 1,

“officer”

shall have the meaning

provided in Section 102(b)(7) of

the DGCL, as it

presently exists or

may

hereafter be amended from time to time.

Indemnification

and

Advancement

Expenses.

The

Corporation

shall

indemnify

its

directors

and

officers

the

fullest

extent

authorized

permitted

the

DGCL,

now

hereafter

effect,

and such

right to

indemnification shall

continue as

to a

person who

has ceased

to be

a director

officer of the

Corporation and shall inure

to the benefit of

such person’s

heirs, executors and personal

and

legal representatives.

A director’s

right to

indemnification conferred

by this

Article VIII, Section 2

shall

include the right

to be paid

by the Corporation

the expenses incurred

in defending or

otherwise participating

in any proceeding in advance of its final disposition, but only if

such director presents to the Corporation a

written undertaking

to repay

such amount

if it

shall ultimately

be determined

that such

director is

not entitled

to be indemnified by the Corporation under

this Article VIII or otherwise.

Notwithstanding the foregoing,

except for

proceedings to

enforce any

director’s or officer’s rights to

indemnification or

any director’s rights

to advancement of expenses, the Corporation shall not be obligated to indemnify any director

or officer, or

advance

expenses

any

director

(or

such

director’s

officer’s

heirs,

executors

personal

legal

representatives), in

connection with

any proceeding

(or part

thereof) initiated

by such

person unless

such

proceeding (or part thereof) was authorized by the Board.

Rights not Exclusive.

The rights to indemnification

and advancement of expenses

conferred

Article VIII,

Section 2

this

Certificate

Incorporation

shall

not

exclusive

of,

deemed

limitation of, any

rights to which

any person may

otherwise be or

become entitled or

permitted under this

Certificate

Incorporation,

the

Bylaws,

any

statute,

agreement,

vote

stockholders

disinterested

directors or otherwise.

Insurance.

To the fullest extent authorized or permitted by the DGCL, the Corporation may

purchase and

maintain insurance

on behalf

of any

current or

former director

or officer

of the

Corporation

against any liability asserted against

such person, whether or not

the Corporation would have the

power to

indemnify such person against such liability under the provisions of this Article VIII or otherwise.

Effect of Modifications.

Any amendment, repeal

or modification of

any provision contained

in this

Article VIII shall, unless

otherwise required by

law,

be prospective

only (except

to the

extent such

amendment or change

in law permits

the Corporation to

further limit or

eliminate the liability

of directors

or officers) and shall not adversely affect any right or protection of any

current or former director or officer

of the Corporation existing

at the time of

such amendment, repeal or

modification with respect to

any acts

or omissions occurring prior to such amendment, repeal or modification.

ARTICLE IX

GENERAL

Forum for Certain Actions.

(a)

Unless a

majority of

the Board,

acting on

behalf of

the Corporation,

consents in

writing to

the

selection

alternative

forum

(which

consent

may

given

any

time,

including

during

the

pendency of litigation),

the Court of Chancery

of the State

of Delaware (or, if

the Court of

Chancery does

not have

jurisdiction, another

state court

located within

the State

of Delaware

or, if

no state

court located

within the State of

Delaware has jurisdiction, the

federal district court for

the District of Delaware),

to the

fullest

extent

permitted

law,

shall

the

sole

and

exclusive

forum

for

(i) any

derivative

action

proceeding brought

on behalf

of the

Corporation under

Delaware law,

(ii) any action

asserting a

claim of

breach

fiduciary

duty

owed

any

current

former

director,

officer

other

employee

the

Corporation to the Corporation

or the Corporation’s stockholders,

(iii) any action asserting a

claim against

the Corporation or any of its

directors, officers or other employees arising pursuant

to any provision of the

DGCL, this Certificate

of Incorporation or

the Bylaws (in

each case, as

may be amended

from time to

time),

(iv) any action asserting a claim against the Corporation or any of its directors, officers or other employees

governed

the

internal

affairs

doctrine

the

State

Delaware

(v) any

other

action

asserting

“internal corporate claim,” as defined in Section 115 of

the DGCL, in all cases subject to the

court’s having

personal jurisdiction

over all

indispensable parties

named as

defendants.

Unless a

majority of

the Board,

acting

behalf

the

Corporation,

consents

writing

the

selection

alternative

forum

(which

consent may be given at any time, including during

the pendency of litigation), the federal district courts of

the United

States of America, to

the fullest extent

permitted by law,

shall be the

sole and exclusive

forum

for

the

resolution

any

action

asserting

cause

action

arising

under

the

Securities Act

1933,

amended.

(b)

any

action

the

subject

matter

which

within

the

scope

subparagraph

(a) of

this

Article IX, Section 1 is filed

in a court other

than a court located

within the State of

Delaware (a “Foreign

Action”)

the

name

any

stockholder,

such

stockholder

shall

deemed

have

consented

(i) the

personal jurisdiction of the state and federal courts located within the State of Delaware in connection with

any

action

brought

any

such

court

enforce

subparagraph

(a) of

this

Article IX,

Section 1

(an

“Enforcement

Action”)

and

(ii) having

service

process

made

upon

such

stockholder

any

such

Enforcement Action

service

upon

such

stockholder’s

counsel

the

Foreign Action

agent

for

such

stockholder.

(c)

any

provision

this

Article IX,

Section 1

shall

held

invalid,

illegal

unenforceable as applied

to any person,

entity or circumstance

for any reason

whatsoever, then, to

the fullest

extent permitted by law,

the validity, legality and

enforceability of such provision

in any other circumstance

and of the remaining provisions of this Article IX, Section 1, and the application of such provision to other

persons or entities and circumstances shall not in any way be affected or impaired thereby.

(d)

For the

avoidance of

doubt, any

person or

entity purchasing

or otherwise

acquiring or

holding

any

interest

any

security

the

Corporation

shall

deemed

have

notice

and

consented

the

provisions of this Article IX, Section 1.

Amendment.

The

Corporation

reserves

the

right

amend,

alter,

change

repeal

any

provision contained

in this

Certificate of Incorporation,

in the

manner now

or hereafter

prescribed by

this

Certificate of Incorporation and the DGCL,

and all rights, preferences and privileges herein conferred

upon

stockholders of the Corporation by and

pursuant to this Certificate of Incorporation

in its present form or as

hereafter amended are

granted subject to

the right reserved

in this

Article IX, Section 2.

Notwithstanding

any other

provision of

this Certificate

of Incorporation,

and in

addition to

any other

vote that

may be

required

by law, applicable stock exchange rule or the terms of any series of Preferred Stock, the affirmative vote of

the

holders

least

the

voting

power

all

then

outstanding

capital

stock

the

Corporation entitled to vote generally in the election

of directors, voting together as a single class, shall

required to amend, alter, repeal or adopt any provision of this Certificate of Incorporation.

Severability.

If any provision or provisions of this Certificate of Incorporation shall be held

to be

invalid, illegal

or unenforceable

as applied

to any

circumstance for

any reason

whatsoever, the validity,

legality and enforceability

of such provision

in any other

circumstance and of

the remaining provisions

this Certificate

of Incorporation

(including, without

limitation, each

portion of

any Section,

paragraph or

subparagraph of this Certificate of Incorporation

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.

IN WITNESS WHEREOF, this Third Amended and Restated

Certificate of Incorporation has

been

signed by a duly authorized officer of the Corporation, as of the [●] day of [●], 2025.

__________________________________________

[●]

Title:

[●]

AMENDED AND RESTATED BYLAWS

CAL-MAINE FOODS, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.1.

Place

Meetings.

Meetings

the

stockholders

Cal-Maine

Foods,

Inc.

(the

“Corporation”) shall be held

at such time and

place, if any, either

within or without the

State of Delaware,

as shall

be designated

from time

to time

by the

board of

directors of

the Corporation

(the “Board”).

The

Board may, in

its sole discretion,

determine that a

meeting shall not

be held at

any place, but

shall instead

held

solely

means

remote

communication

accordance

with

Section 211(a)

the

General

Corporation Law of the State of Delaware, as amended (the “DGCL”).

Section 1.2.

Annual

Meetings.

The

annual

meeting

stockholders

the

Corporation

for

the

election of

directors and

for the

transaction of

such other

business as

may properly

be brought

before the

meeting in accordance with these amended and restated

bylaws of the Corporation (as amended, restated or

amended and restated from time to time in accordance with the provisions hereof, these “Bylaws”) shall be

held on such date

and at such time

as may be designated

from time to time

by the Board.

The Board may

postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 1.3.

Special

Meetings.

Unless

otherwise

required

law

the

certificate

incorporation of the

Corporation (including

the terms of

any certificate of

designation with respect

to any

series of preferred stock), as amended, restated or amended and restated from time to time (the “Certificate

of Incorporation”),

special meetings

of the

stockholders of

the Corporation,

for any

purpose or

purposes,

may be called only

by the Board Chair

or the Board.

The ability of the

stockholders of the Corporation

call a special

meeting of stockholders

is hereby specifically

denied.

At a special

meeting of stockholders,

only such business shall

be conducted as shall

be specified in the

notice of meeting.

The Board Chair or

the

Board may postpone, reschedule

or cancel any special

meeting of stockholders previously

called by either

of them.

Section 1.4.

Notice.

Whenever stockholders of the Corporation are required or

permitted to take

any action

at a

meeting, a

written notice

of the

meeting shall

be given,

which shall

state the

place, if

any,

date and

time of

the meeting,

the record

date for

determining the

stockholders entitled

to vote

at the

meeting,

if such date is different from the record date for determining stockholders entitled

to notice of meeting, the

means of remote communications, if any, by which stockholders and

proxy holders may be deemed present

in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which

the meeting is

called.

Unless otherwise required

by law or

the Certificate of

Incorporation, written notice

of any meeting shall be given either personally, by

mail or by electronic transmission (as defined below) (if

permitted under the circumstances by the DGCL) not

less than ten nor more than 60 days before

the date of

the meeting,

by or

at the

direction of

the Board

Chair, the

Chief Executive

Officer or

the Board,

to each

stockholder entitled

to vote

at such

meeting as

of the

record date

for determining

stockholders entitled

notice

of the

meeting.

mailed, such

notice shall

be deemed

to be

given when

deposited in

the United

States

mail

with

postage

thereon

prepaid,

addressed

the

stockholder

the

stockholder’s

address

appears

the

stock

transfer

books

the

Corporation.

notice

given

means

electronic

transmission, such notice shall be deemed to be given

at the times provided in the DGCL.

Any stockholder

may waive

notice of

any meeting

before or

after the

meeting.

The attendance

of a

stockholder at

any meeting

shall constitute a waiver

of notice of such

meeting, except where

the stockholder attends the

meeting for the

Note

Adopted by the Board of Directors on February 25, 2025, but to be effective upon the effective filing of the

Corporation’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

express purpose of

objecting, and does

so object, at

the beginning of

the meeting to

the transaction of

any

business

because

the

meeting

not

lawfully

called

convened.

For

the

purposes

these

Bylaws,

“electronic

transmission”

means

any

form

communication,

not

directly

involving

the

physical

transmission

paper,

that

creates

record

that

may

retained,

retrieved

and

reviewed

recipient

thereof and that

may be directly

reproduced in paper

form by such

a recipient through

an automated

process.

Section 1.5.

Adjournments.

Any meeting of

stockholders of the

Corporation may be

adjourned or

recessed from time to time to reconvene at the same or some other place, if any, by holders of a majority of

the

voting

power

the

Corporation’s

capital

stock

issued

and

outstanding

and

entitled

vote

thereat,

present in person

or represented by

proxy, though less

than a quorum,

or by any

officer entitled to

preside

at or

to act

as secretary

of such

meeting, and

notice need

not be

given of

any such

adjourned or

recessed

meeting (including

an adjournment

taken to

address a

technical failure

to convene

or continue

a meeting

using remote

communication) if

the time

and place,

if any,

thereof, and

the means

of remote

communication,

if any, by

which stockholders and

proxy holders may

be deemed to

be present in

person or represented

proxy

and

vote

such

adjourned

recessed

meeting,

are

(a) announced

the

meeting

which

the

adjournment

recess

taken,

(b) displayed

during

the

time

scheduled

for

the

meeting,

the

same

electronic network used to enable stockholders and proxy holders to participate in the meeting by means of

remote communication or (c) set forth in

the notice of meeting given in accordance

with these Bylaws.

the

adjourned

recessed

meeting,

the

Corporation

may

transact

any

business

that

might

have

been

transacted

at the

original

meeting.

the

adjournment

for

than

30 days,

notice

the

adjourned

meeting

accordance

with

the

requirements

Section 1.4

these

Bylaws

shall

given

each

stockholder

record

entitled

vote

the

meeting.

If,

after

the

adjournment,

new

record

date

for

determination of stockholders entitled to vote

is fixed for the adjourned meeting,

the Board shall fix as the

record date for determining stockholders entitled

to notice of such adjourned meeting

the same or an earlier

date as that fixed for determination of stockholders entitled to vote

at the adjourned meeting and shall give

notice of

the adjourned

meeting to

each stockholder

of record

as of

the record

date so

fixed for

notice of

such adjourned meeting.

Section 1.6.

Quorum.

Unless

otherwise

required

applicable

law

the

Certificate

Incorporation, the

holders of

a majority

of the

voting power

of the

Corporation’s capital

stock issued

and

outstanding and

entitled to

vote thereat,

present in

person, present

by means

of remote

communication, if

any, or represented by proxy, shall

constitute a quorum at a

meeting of stockholders.

Where a separate vote

by a class

or classes or

series is required,

a majority of

the voting power

of the shares

of such class

or classes

or series present

in person, present

by means of

remote communication, if

any, or represented

by proxy shall

constitute a

quorum entitled

to take

action with

respect to

such vote.

If a

quorum shall

not be

present or

represented at

any meeting

of stockholders,

either the

chairperson of

the meeting

or the

stockholders entitled

to vote

thereat, present

in person

or represented

by proxy,

shall have

power to

adjourn the

meeting from

time

time,

the

manner

provided

Section 1.5

these

Bylaws,

until

quorum

shall

present

represented.

A quorum, once established,

shall not

be broken by

the withdrawal

of enough votes

to leave

less than a quorum.

Section 1.7.

Voting

(a)

General.

Except as

provided in

the Certificate

of Incorporation,

every stockholder

having

the

right

vote

shall

have

one

vote

for

each

stock

having

voting

power registered in such stockholder’s name

on the books of the Corporation.

Such

votes may be cast in

person, by means of remote

communication (if any) or by

proxy

provided

Section 1.10

these

Bylaws.

The

Board,

its

discretion,

the

person

presiding

meeting

stockholders,

such

person’s

discretion,

may

require that any votes cast at such meeting shall be cast by written ballot.

(b)

Matters Other

Than Election

of Directors.

Any matter

brought before

any meeting

stockholders

the

Corporation,

other

than

the

election

directors,

shall

decided by

the affirmative

vote of

the holders

of a

majority of

the voting

power of

the

Corporation’s

capital

stock

present

person,

present

means

remote

communication, if any, or

represented by proxy at

the meeting and entitled

to vote on

such matter, voting as a single class, unless the matter is one upon which, by

express

provision

law,

the

Certificate

Incorporation,

these

Bylaws

the

rules

regulations of

any stock

exchange applicable

to the

Corporation, a

different vote

required, in which case such express provision shall

govern and control the decision

of such matter.

(c)

Election of Directors.

Subject to the

rights of the

holders of any

series of preferred

stock

elect

directors

under

specified

circumstances,

election

directors

all

meetings of

the stockholders

at which

directors are

to be

elected shall

be by

a plurality

the

votes cast

at any

meeting

for

the

election

directors

which

quorum

present.

Section 1.8.

Voting of

Stock of

Certain Holders.

Shares of

stock of

the Corporation

standing in

the name

of another

corporation or

entity, domestic

or foreign,

and entitled

to vote

may be

voted by

such

officer, agent

or proxy

as the

bylaws or

other internal

regulations of

such corporation or

entity may

prescribe

or, in

the absence

of such

provision, as

the board

of directors

or comparable

body of

such corporation

entity

may

determine.

stock

the

Corporation

standing

the

name

deceased

person,

minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be

voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may

be, either in person or by proxy, without transfer

of such shares into the name of the official

or other person

so voting.

A stockholder

whose shares of stock of

the Corporation are pledged

shall be entitled to

vote such

shares,

unless

the

transfer

records

the

Corporation

such

stockholder

has

expressly

empowered

the

pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.

Section 1.9.

Treasury Stock.

Shares of stock of the Corporation belonging to the Corporation, or

to another corporation a majority of the shares entitled to vote in the election of directors of which are held

by the

Corporation, shall

not be

voted at

any meeting

of stockholders

of the

Corporation and

shall not

counted

the

total

number

outstanding

for

the

purpose

determining

whether

quorum

present.

Nothing in

this Section 1.9

shall limit

the right

of the

Corporation to

vote shares

of stock

of the

Corporation held by it in a fiduciary capacity.

Section 1.10.

Proxies.

Each

stockholder

entitled

vote

meeting

stockholders

the

Corporation may

authorize another

person or

persons to

act for

such stockholder

by proxy

filed with

the

secretary of the Corporation (the “Secretary”) before or at the time of the meeting.

No such proxy shall be

voted or acted upon after three years from its date, unless the proxy expressly provides for

a longer period.

A duly executed proxy shall be

irrevocable if it states

that it is irrevocable

and if, and only

as long as, it

coupled with an interest sufficient in law to support an irrevocable power.

Section 1.11.

Consent

Stockholders

Lieu

Meeting.

Except

otherwise

expressly

provided by

the terms

of any

series of

preferred stock

permitting the

holders of

such series

of preferred

stock

to act by

written consent,

any action required

or permitted

to be

taken by the

stockholders of the

Corporation

must

effected

duly

called

annual

special

meeting

stockholders

the

Corporation,

and,

specified

the

Certificate

Incorporation,

the

ability

the

stockholders

consent

writing

the

taking of any action is specifically denied.

Section 1.12.

List of Stockholders Entitled to Vote.

The officer of the Corporation who has charge

of the stock ledger of the Corporation

shall prepare and make or have

prepared and made, at least ten

days

before every meeting of stockholders of the

Corporation, a complete list of the stockholders

entitled to vote

at the meeting

(provided, however, that

if the record

date for determining

the stockholders entitled

to vote

is less than ten days

before the meeting date, the

list shall reflect the stockholders

entitled to vote as of the

tenth

day

before

the

meeting

date),

arranged

alphabetical

order,

and

showing

the

address

each

stockholder

and

the

number

registered

the

name

each

stockholder.

Nothing

this

Section 1.12 shall

require the

Corporation to

include electronic

mail addresses

or other

electronic contact

information

such

list.

Such

list

shall

open to

the

examination

of any

stockholder

for

any

purpose

germane to the meeting for a period of at least ten days ending

on the day before the meeting date:

(a) on a

reasonably accessible electronic network, provided that

the information required to gain access to

such list

is provided

with the

notice of

the meeting,

or (b) during

ordinary business hours,

at the

principal place

business of the

Corporation.

In the event

that the Corporation

determines to make

the list available

on an

electronic network, the Corporation

may take reasonable steps

to ensure that such

information is available

only to stockholders of the Corporation.

Section 1.13.

Record Date.

In order that the Corporation

may determine the stockholders entitled

to notice of any meeting of stockholders of the Corporation or any adjournment thereof, the

Board 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, and which record

date shall not be more than 60 days

nor less than ten days before

the date of

such meeting.

If the Board

so fixes a

date, such date

shall also be

the record date

for determining

the stockholders entitled

to vote at

such meeting unless

the Board determines,

at the time

it fixes such

record

date, that a later date

on or before the date

of the meeting shall be

the date for making such

determination.

If no record date is fixed by the Board, 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

which notice is given, or,

if notice is waived, at

the close of business on

the day next preceding the

day on

which the

meeting is

held.

A determination of

stockholders of

record entitled

to notice

of or

to vote

at a

meeting of stockholders shall apply to any adjournment

of the meeting, but the Board may fix

a new record

date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also

fix as

the record

date for

stockholders entitled

to notice

of such

adjourned meeting

the same

or an

earlier

date

that

fixed

for

determination

stockholders

entitled

vote

accordance

with

the

foregoing

provisions of this Section 1.13 at the adjourned meeting.

Section 1.14.

Organization and Conduct of Meetings.

The Board Chair shall act as chairperson of

meetings

stockholders

the

Corporation.

The

Board

may

designate

any

director

officer

the

Corporation to act as

chairperson of any meeting

in the absence of

the Board Chair, and

only the Board may

further provide for determining who shall act as chairperson

of any meeting of stockholders in the absence

the

Board

Chair

and

such

designee.

The

Board

may

adopt

resolution

such

rules,

regulations

and

procedures for the

conduct of any

meeting of stockholders

as it shall

deem appropriate.

Except to the

extent

inconsistent with

such rules,

regulations and

procedures as

adopted by

the Board,

the chairperson

of any

meeting of stockholders

shall have

the right and

authority to convene

and (for any

or no reason)

to recess

or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the

judgment

such

chairperson,

are

necessary,

appropriate

convenient

for

the

proper

conduct

the

meeting.

Such

rules,

regulations

procedures,

whether

adopted

the

Board

prescribed

the

chairperson

the

meeting,

may

include

the

following:

(a) the

establishment

agenda

order

business for the meeting; (b) the determination of when the

polls shall open and close for any given matter

to be voted on

at the meeting; (c) rules,

regulations and procedures for

maintaining order at the

meeting and

the safety

of those

present; (d) limitations

on attendance

at or

participation in

the meeting

to stockholders

of record of

the Corporation, their

duly authorized proxies

or such other

persons as the

chairperson of the

meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement

of the meeting; (f) limitations on the time allotted to questions or comments by participants; (g) removal of

any

stockholder

any

other

individual

who

refuses

comply

with

meeting

rules,

regulations

procedures;

(h) the

conclusion, recess

adjournment

of the

meeting,

regardless of

whether a

quorum

present, to a

later date and

time and at

a place, if any,

announced at the meeting;

(i) restrictions on the use

audio

and

video

recording

devices,

cell

phones

and

other

electronic

devices;

(j) rules,

regulations

procedures

for

compliance

with

any

state

local

laws

regulations

including

those

concerning

safety,

health and

security; (k) procedures

(if any)

requiring attendees

to provide

the Corporation

advance notice

their

intent

attend

the

meeting;

and

(l) any

rules,

regulations

procedures

the

chairperson

may

deem

appropriate

regarding

the

participation

means

remote

communication

stockholders

and

proxyholders not physically present

at a meeting, whether

such meeting is to

be held at a

designated place

or solely

by means

of remote

communication.

The Board

or the

chairperson of

a stockholder

meeting, in

addition to making any other determinations that may be appropriate regarding the conduct of the meeting,

shall determine

and declare

to the

meeting that

a matter

of business

was not

properly brought

before the

meeting, and, if the chairperson (or the Board) should so determine, the chairperson (or the Board) shall so

declare to the meeting and any

such matter of business not properly brought

before the meeting shall not be

transacted

considered.

Except

the

extent

determined

the

Board

the

person

presiding

the

meeting,

meetings

stockholders

shall

not

required

held

accordance

with

the

rules

parliamentary procedure.

Section 1.15.

Inspectors of

Election.

In advance

of any

meeting of

stockholders of

the Corporation,

the

Board

Chair,

the

Chief

Executive

Officer

the

Board,

resolution,

shall

appoint

one

inspectors

act

the

meeting

and

make

written

report

thereof.

One

other

persons

may

designated as

alternate inspectors

to replace

any inspector

who fails

to act.

If no

inspector or

alternate is

able to act at a

meeting of stockholders, the chairperson

of the meeting shall appoint

one or more inspectors

to act at

the meeting.

Unless otherwise required by

applicable law, inspectors may

be officers, employees

or agents of the Corporation.

Each inspector, before entering upon the discharge of the duties of inspector,

shall take and sign an

oath faithfully to execute the

duties of inspector with strict

impartiality and according

to the best of

such inspector’s ability.

The inspector shall have

the duties prescribed by

law and shall take

charge of the polls

and, when the vote

is completed, shall make

a certificate of the

result of the vote

taken

and of such other facts as may be required by applicable law.

Section 1.16.

Notice of Stockholder Proposals and Director Nominations.

(a)

Annual Meetings of Stockholders.

Nominations of persons for election to the Board

and

the

proposal

business

other

than

nominations

considered

the

stockholders may be made

at an annual meeting

of stockholders only:

(i) pursuant to

the Corporation’s notice of meeting (or any supplement thereto) with respect to such

annual

meeting

given by

the

direction

the

Board

(or

any

duly

authorized

committee thereof), (ii) as

otherwise properly brought

before such annual

meeting by

or at the direction of the Board (or

any duly authorized committee thereof) or (iii) by

any stockholder of the Corporation who (A) is

a stockholder of record at the time

the

giving

the

notice

provided

for

this

Section 1.16

through

the

date

such

annual meeting, (B) is entitled to vote at such annual meeting and (C) complies with

the

notice

procedures

set

forth

this

Section 1.16.

For

the

avoidance

doubt,

compliance

with

the

foregoing

clause (iii)

shall

the

exclusive

means

for

stockholder

make

nominations,

propose

any

other

business

(other

than

proposal included in

the Corporation’s

proxy materials pursuant

to and in

compliance

with Rule 14a-8

under the

Securities Exchange Act

of 1934,

as amended

(such act,

and

the

rules

and

regulations

promulgated

thereunder,

the

“Exchange Act”)),

annual meeting of stockholders.

(b)

Timing

Notice

for

Annual

Meetings.

addition

any

other

applicable

requirements,

for

nominations

other

business

properly

brought

before

annual

meeting

stockholder

pursuant

Section 1.16(a)(iii)

above,

the

stockholder

must

have

given

timely

notice

thereof

proper

written

form

the

Secretary, and, in the case of business

other than nominations, such business must be

a proper matter for

stockholder action.

To be timely, such

notice must be received

the Secretary

at the

principal executive

offices of

the Corporation

not later

than the

Business

the

90th day,

earlier

than

the

120th day,

prior

the

first

anniversary

the

date

the

preceding

year’s

annual

meeting

stockholders;

provided, however, that

if the date

of the annual

meeting of stockholders

is more than

30 days prior

to, or

more than

60 days after,

the first

anniversary of

the date

of the

preceding year’s

annual meeting

or if

no annual

meeting was

held in

the preceding

year,

timely,

stockholder’s

notice

must

received

not

earlier

than

the

120th day prior

to such

annual meeting

and not

later than

the Close

of Business

the

later

(i) the

90th day

prior

such

annual

meeting

and

(ii) the

tenth

day

following the

day on

which Public

Disclosure (as

defined below)

of the

date of

the

meeting is first made by the

Corporation.

In no event shall the adjournment, recess,

postponement,

judicial

stay

rescheduling

annual

meeting

(or

the

Public

Disclosure thereof) commence a new time period (or extend any time period) for the

giving of notice as described above.

(c)

Form of Notice.

To be in

proper written form,

the notice of

any stockholder of

record

giving notice under this Section 1.16 (each, a “Noticing Party”) must set forth:

(i)

as to

each person

whom such

Noticing Party

proposes to

nominate for

election

or reelection as a director (each, a “Proposed Nominee”), if any:

(A)

the

name,

age,

business

address

and

residential

address

such

Proposed Nominee;

(B)

the principal occupation and

employment of such Proposed

Nominee;

(C)

written

questionnaire

with

respect

the

background

and

qualifications

such

Proposed

Nominee,

completed

such

Proposed

Nominee

the

form

required

the

Corporation

(in

the

form

provided

the

Secretary

upon

written

request

any

stockholder of record within ten days after receiving such request);

(D)

a written

representation and

agreement completed

by such

Proposed

Nominee in

the form

required by

the Corporation

(in the

form to

provided by the Secretary upon

written request of any stockholder

record

within

ten

days

after

receiving

such

request)

providing

that

such Proposed Nominee:

(I) is not and will

not become a party

to any

agreement, arrangement or understanding with,

and has not given any

commitment

assurance

to,

any

person

entity

how

such

Proposed Nominee, if

elected as a

director of the

Corporation, will act

or vote on

any issue

or question

(a “Voting Commitment”)

that has not

been

disclosed

the

Corporation

any

Voting

Commitment

that

could

limit

interfere

with

such

Proposed

Nominee’s

ability

comply, if

elected as

a director

of the

Corporation, with

such Proposed

Nominee’s fiduciary

duties under

applicable law;

(II) 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

indirect

compensation,

reimbursement

indemnification in

connection with

service or

action as

a director

nominee with

respect to

the Corporation

that has

not been

disclosed

the

Corporation;

(III) will,

elected

director

the

Corporation,

comply

with

all

applicable

rules

any

securities

exchanges

upon

which

the

Corporation’s

securities

are

listed,

the

Certificate

Incorporation,

these

Bylaws,

all

applicable

publicly

disclosed

corporate

governance,

ethics,

conflict

interest,

confidentiality,

stock

ownership

and

trading

policies

and

all

other

guidelines

and

policies

the

Corporation

generally

applicable

directors (which other

guidelines and

policies will be

provided to such

Proposed

Nominee

within

five

business

days

after

the

Secretary

receives any

written request

therefor from

such Proposed

Nominee),

and

all

applicable

fiduciary

duties

under

state

law;

(IV) consents

being named

as a

nominee in

the Corporation’s

proxy statement

and

form of proxy for the

meeting and consents to the

public disclosure of

information regarding or

relating to such

Proposed Nominee provided

to the Corporation

by such Proposed

Nominee or otherwise

pursuant

to these

Bylaws; (V) intends

to serve

a full

term as

a director

of the

Corporation,

elected;

and

(VI) will

provide

facts,

statements

and

other information in all communications with the

Corporation and its

stockholders that are

or will be

true and correct

in all material

respects

and that

do not and

will not omit

to state

any fact necessary

in order

make

the

statements

made,

light

the

circumstances

under

which they are made, not misleading in any material respect;

(E)

a description

of all

direct and

indirect compensation

and other

material

monetary

agreements,

arrangements

understandings,

written

oral, during the past three years, and any other material relationships,

between or among such Proposed Nominee, on the one

hand, and any

Noticing

Party

any

Stockholder

Associated

Person

(as

defined

below) (other

than such

Proposed Nominee),

on the

other hand,

or that

such

Proposed

Nominee

knows

any

such

Proposed

Nominee’s

Associates

(as

defined

below)

has

with

any

Noticing

Party

any

Stockholder Associated Person,

including all

information that

would

be required

to be

disclosed pursuant

to Item 404

promulgated under

Regulation S-K

such

Noticing

Party

and

any

Stockholder

Associated

Person

(other

than

the

Proposed

Nominee)

were

the

“registrant” for purposes

of such rule

and the Proposed

Nominee were

a director or executive officer of such registrant;

(F)

description

any

business

personal

interests

that

would

reasonably be expected

to place such

Proposed Nominee in

a potential

conflict of interest with the Corporation or any of its subsidiaries;

(G)

the

date(s)

first

contact

between

the

Noticing

Party

any

Stockholder Associated

Person,

the

one

hand,

and

the

Proposed

Nominee,

the

other

hand,

with

respect

any

proposed

nomination(s) of any person(s) (including the Proposed Nominee) for

election as a director of the Corporation; and

(H)

all

other

information

relating

such

Proposed

Nominee

such

Proposed Nominee’s

Associates that

would be

required to

be disclosed

in a proxy statement

in connection with the

solicitation of proxies by

such

Noticing

Party

any

Stockholder

Associated

Person

for

the

election

directors

contested

election

pursuant

the

Proxy

Rules (as defined below);

(ii)

as to any other business that such Noticing

Party proposes to bring before the

meeting:

(A)

a description of the business desired to be brought before the meeting

and the reasons for conducting such business at the meeting;

(B)

the text of

the proposal or

business (including the

complete text of

any

resolutions

proposed

for

consideration

and,

the

event

that

such

business includes a

proposal to amend

the Certificate of

Incorporation

or these Bylaws, the text of the proposed amendment); and

(C)

all other information relating to such

business that would be required

to be disclosed

in a proxy

statement in connection

with the solicitation

proxies

such

Noticing

Party

any

Stockholder

Associated

Person

support

such

proposed

business

pursuant

the

Proxy

Rules; and

(iii)

as to such Noticing Party and each Stockholder Associated Person:

(A)

the

name

and

address

such

Noticing

Party

and

each

Stockholder

Associated

Person

(including,

applicable,

they

appear

the

Corporation’s books and records);

(B)

the class, series and number

of shares of each class

or series of capital

stock (if any) of

the Corporation that are,

directly or indirectly, owned

beneficially or

of record

(specifying the

type of

ownership) by

such

Noticing Party

or any

Stockholder Associated Person

(including any

right to

acquire beneficial

ownership at

any time

in the

future, whether

such right is exercisable

immediately or only after

the passage of time

or the fulfillment of

a condition) and the date

or dates on which

such

shares were acquired;

(C)

the name of each

nominee holder for,

and number of, any

securities of

the Corporation

owned beneficially

but not

of record

by such

Noticing

Party or

any Stockholder Associated

Person and

any pledge

by such

Noticing Party

or any Stockholder Associated

Person with respect

any of such securities;

(D)

(I) a

description

all

agreements,

arrangements

understandings,

written

oral,

(including

any

derivative

short

positions,

profit

interests,

hedging

transactions,

forwards,

futures,

swaps,

options,

warrants,

convertible

securities, stock

appreciation

similar rights,

repurchase

agreements

arrangements,

borrowed

loaned

and

so-called

“stock

borrowing”

agreements

arrangements)

that

have been entered into by, or on behalf of, such Noticing Party or

any

Stockholder

Associated

Person,

the

effect

intent

which

mitigate loss, manage risk or benefit from changes in the price of any

securities

the

Corporation,

maintain,

increase

decrease

the

voting

power of

such Noticing

Party or

any

Stockholder Associated

Person

with

respect

securities

the

Corporation,

whether

not

such instrument

or right

shall be

subject to

settlement in

underlying

capital

stock

the

Corporation

(any

the

foregoing,

“Derivative

Instrument”)

and

(II) all

other

information

relating

Derivative

Instruments

that

would

required

disclosed

proxy statement in connection with the solicitation

of proxies by such

Noticing Party or

any Stockholder

Associated Person in

support of the

business proposed

by such

Noticing Party,

if any,

or for

the election

of any

Proposed Nominee

in a

contested election

pursuant to

the Proxy

Rules

the

creation,

termination

modification

Derivative

Instruments were

treated the

same as

trading in

the securities

of the

Corporation under the Proxy Rules;

(E)

any

substantial

interest,

direct

indirect

(including

any

existing

prospective commercial, business or contractual relationship with the

Corporation),

such

Noticing

Party

or,

the

knowledge

such

Noticing

Party

(or

the

beneficial

owner(s)

whose

behalf

such

Noticing

Party

submitting

notice

the

Corporation),

any

Stockholder Associated Person in the Corporation or any

Affiliate (as

defined below)

thereof or

in the

proposed business

or nomination(s)

to be

brought before

the meeting

by such

Noticing Party,

other than

an interest arising

from the ownership

of Corporation securities

where

such Noticing

Party or

such Stockholder Associated

Person receives

no extra or

special benefit not

shared on a

pro rata

basis by all

other

holders of the same class or series;

(F)

description

all

agreements,

arrangements

understandings,

written

oral,

(I) between

among

such

Noticing

Party

and

any

Stockholder

Associated

Person

(II) between

among

such

Noticing

Party

or,

the

knowledge

such

Noticing

Party

(or

the

beneficial owner(s)

on whose

behalf such

Noticing Party

is submitting

a notice

to the

Corporation), any

Stockholder Associated Person and

any other person

or entity

(naming each such

person or

entity), in each

case,

relating

acquiring,

holding,

voting

disposing

any

securities

the

Corporation,

including

any

proxy

(other

than

any

revocable proxy given in

response to a solicitation

made pursuant to,

and

accordance

with,

the

Proxy

Rules

way

solicitation

statement filed on Schedule 14A);

(G)

any

rights

dividends

the

Corporation

owned

beneficially

such

Noticing

Party

any

Stockholder Associated

Person that

are separated

or separable

from the

underlying shares

the Corporation;

(H)

any proportionate

interest in

shares of

the Corporation

or Derivative

Instruments

held,

directly

indirectly,

general

limited

partnership, limited liability company or

similar entity in which

such

Noticing Party

or any

Stockholder Associated Person

(I) is a

general

partner

or,

directly

indirectly,

beneficially

owns

interest

general

partner

such

general

limited

partnership

(II) is

the

manager,

managing

member

or,

directly

indirectly,

beneficially

owns an interest in the manager or managing member of such limited

liability company or similar entity;

(I)

any

Derivative

Instruments

beneficial

ownership

any

securities of

(in each

case, with

a market

value of

more than

$100,000)

any

competitor

the

Corporation

identified

Part I,

Item 1

the

annual report on

Form 10-K or amendment

thereto most recently

filed

by the Corporation with

the Securities and Exchange

Commission or

Item 8.01

any

current

report

Form

8-K

filed

the

Corporation with the Securities and Exchange Commission thereafter

but prior to

the tenth day

before the deadline

for a

stockholder’s notice

under this Section 1.16 (each, a “Principal Competitor”) held by such

Noticing Party or any Stockholder Associated Person;

(J)

any direct or indirect interest

(other than solely as a result

of security

ownership)

such

Noticing

Party

any

Stockholder

Associated

Person

any

agreement

with

the

Corporation,

any Affiliate

the

Corporation or any Principal

Competitor (including any employment

agreement, collective bargaining

agreement or consulting

agreement);

(K)

representation

that

(I) neither

such

Noticing

Party

nor

any

Stockholder

Associated

Person

has

breached

any

agreement,

arrangement

understanding

with

the

Corporation

except

disclosed

the

Corporation

pursuant

hereto

and

(II) such

Noticing

Party and each Stockholder

Associated Person has complied, and will

comply,

with

all

applicable

requirements

state

law

and

the

Exchange Act

with respect to

the matters set

forth in this

Section 1.16;

(L)

a description

of the

investment strategy

or objective,

if any,

of such

Noticing

Party

(or

the

beneficial

owner(s)

whose

behalf

such

Noticing Party is submitting a notice to the Corporation);

(M)

all

information

that

would

required

set

forth

Schedule 13D filed

pursuant to

Rule 13d-1(a) under

the Exchange

Act

or an

amendment pursuant

to Rule 13d-2(a)

under the

Exchange Act

if such a

statement were required

to be filed

under the Exchange Act

such

Noticing

Party

any

Stockholder Associated

Person

with

respect to

the Corporation

(regardless of

whether such

person or

entity

is actually required to file

a Schedule 13D), including a description

any agreement, arrangement or understanding that

would be required

to be disclosed by such Noticing Party or any Stockholder

Associated

Person pursuant to Item 5 or Item 6 of Schedule 13D;

(N)

certification

that

such

Noticing

Party

and

each

Stockholder

Associated Person has complied with all

applicable federal, state and

other legal

requirements in

connection with

such Noticing Party’s

Stockholder Associated

Person’s acquisition of shares of capital

stock

other

securities

the

Corporation

and

such

Noticing

Party’s

Stockholder Associated

Person’s acts or omissions

as a stockholder of

the

Corporation,

such

Stockholder

Associated

Person

stockholder of the Corporation; and

(O)

all

other

information

relating

such

Noticing

Party

any

Stockholder Associated Person that

would be required to be disclosed

in a proxy statement

in connection with the

solicitation of proxies by

such Noticing Party or any Stockholder Associated Person in support

the

business

proposed

such

Noticing

Party,

any,

for

the

election of any Proposed Nominee in a contested election pursuant to

the Proxy Rules;

provided,

however,

that

the

disclosures

described

the

foregoing

subclauses (A) through

(O) shall

not include

any such

disclosures with

respect

the

ordinary

course

business

activities

any

depositary

any

broker,

dealer, commercial bank,

trust company or

other nominee who

is a Noticing

Party solely

as a

result of

being the

stockholder directed

to prepare

and submit

the notice required by

these Bylaws on

behalf of a

beneficial owner (any

such

entity, an “Exempt Party”).

(iv)

representation

that

such

Noticing

Party

intends

appear

cause

Qualified Representative (as defined below) of such

Noticing Party to appear

the

meeting

bring

such

business

before

the

meeting

nominate

any

Proposed

Nominees,

applicable,

and

acknowledgment

that,

such

Noticing

Party

(or

Qualified

Representative

of such

Noticing

Party)

does

not appear to

present such business

or Proposed Nominees,

as applicable, at

such

meeting,

the

Corporation

need

not

present

such

business

Proposed

Nominees for a vote at such meeting, notwithstanding that proxies

in respect

of such vote may have been received by the Corporation;

(v)

a description of any pending

or, to the knowledge of

such Noticing Party (or

the beneficial owner(s)

on whose behalf

such Noticing Party

is submitting a

notice

the

Corporation),

threatened

legal

proceeding

investigation

which such Noticing Party

or any Stockholder

Associated Person is a

party or

participant directly involving or directly relating to the Corporation or, to the

knowledge of

such Noticing

Party (or

the beneficial

owner(s) on

whose behalf

such Noticing Party is submitting a notice to the Corporation), any current or

former officer, director or Affiliate of the Corporation;

(vi)

identification

the

names

and

addresses

other

stockholders

(including

beneficial owners) known by such Noticing Party (or the beneficial owner(s)

on whose

behalf such

Noticing Party

is submitting

a notice

to the

Corporation)

to provide

financial support

of the

nomination(s) or

other business

proposal(s)

submitted

such

Noticing

Party

and,

the

extent

known,

the

class

and

number of shares of

the Corporation’s capital stock owned

beneficially or of

record by such other stockholder(s) or other beneficial owner(s); and

(vii)

a representation from such Noticing

Party as to whether such

Noticing Party

or any

Stockholder Associated Person

intends or

is part

of a

group (as

such

term is used in Rule 13d-5

under the Exchange

Act) that intends to (A) solicit

proxies

support

the

election

any

Proposed

Nominee

accordance

with

Rule 14a-19

under

the

Exchange

Act

(B) engage

solicitation

(within

the

meaning

Exchange

Act

Rule 14a-1(l))

with

respect

the

nomination of any Proposed Nominee or proposed business to

be considered

the

meeting,

applicable,

and,

so,

the

name

each

participant

(as

defined in

Instruction 3 to

Item 4 of

Schedule 14A under the

Exchange Act)

in such solicitation.

(d)

Additional

Information.

addition

the

information

required

pursuant

the

foregoing provisions of this Section 1.16, the Corporation

may require any Noticing

Party

furnish

such

other

information

that

would

reasonably

expected

material

reasonable

stockholder’s

understanding

(i) any

item

business

proposed

such

Noticing

Party

under

this

Section 1.16,

(ii) the

solicitation

proxies

from

the

Corporation’s

stockholders

the

Noticing

Party

(or

any

Stockholder Associated Person) or (iii) the

eligibility, suitability or

qualifications of

a Proposed Nominee to

serve as a director

of the Corporation

or the independence, or

lack thereof,

of such

Proposed Nominee, under

the listing

standards of

each securities

exchange upon which

the Corporation’s securities

are listed, any

applicable rules of

the Securities and

Exchange Commission, any

publicly disclosed standards

used by

the Board

in selecting

nominees for

election

as a

director

and for

determining

and

disclosing

the

independence

the

Corporation’s

directors,

including

those

applicable

director’s

service

any

the

committees

the

Board,

the

requirements

any

other

laws

regulations

applicable

the

Corporation.

requested

the

Corporation,

any

supplemental

information

required

under

this

paragraph

shall

provided

Noticing

Party

within

ten

days

after

has

been

requested by the Corporation.

(e)

Special Meetings

of Stockholders.

Only such

business shall

be conducted

at a

special

meeting of

stockholders as

shall have

been brought

before the

meeting pursuant

the

Corporation’s

notice

meeting

(or

any

supplement

thereto).

Nominations

persons for election

to the Board

may be made

at a special

meeting of stockholders

at which

directors are

to be

elected pursuant

to the

Corporation’s notice

of meeting

(or

any

supplement

thereto)

(i) by

the

direction

the

Board

(or

any

duly

authorized

committee

thereof)

(ii) provided

that

one

or more

directors are

elected

such

meeting

pursuant

the

Corporation’s

notice

meeting,

any

stockholder of the Corporation who (A)

is a stockholder of record on

the date of the

giving

the

notice

provided

for

this

Section 1.16(e)

through

the

date

such

special meeting, (B) is

entitled to vote

at such special

meeting and upon

such election

and

with

the

notice

procedures

set

forth

this

Section 1.16(e).

addition to any

other applicable

requirements, for

director nominations

to be properly

brought

before

special

meeting

stockholder

pursuant

the

foregoing

clause (ii), such stockholder must have given

timely notice thereof in proper written

form to the Secretary.

To be timely, such notice must be received by the Secretary

the

principal

executive

offices

the

Corporation

not

earlier

than

the

Business on the 120th day prior

to such special meeting and not

later than the Close

of Business on the

later of (x) the 90th day prior

to such special meeting and

(y) the

tenth day following the day on which Public Disclosure of the date of the meeting is

first

made

the

Corporation.

event

shall

adjournment,

recess,

postponement,

judicial

stay

rescheduling

special

meeting

(or

the

Public

Disclosure thereof) commence a new time period (or extend any time period) for the

giving of

a stockholder’s

notice as

described above.

To be

in proper

written form,

such notice shall include all information required pursuant

to Section 1.16(c) above,

and such stockholder and any

Proposed Nominee shall comply

with Section 1.16(d)

above, as if such notice

were being submitted in connection

with an annual meeting

of stockholders.

(f)

General.

(i)

No person shall be

eligible for election as

a director of the

Corporation unless

the person

is nominated by

a stockholder

in accordance with

the procedures

set forth in this Section 1.16 or the person is nominated by the Board, and no

business shall

be conducted

at a

meeting of

stockholders of

the Corporation

except pursuant to Rule 14a-8

under the Exchange Act and business brought

stockholder

accordance

with

the

procedures

set

forth

this

Section 1.16

the

Board.

The

number

Proposed

Nominees

stockholder may

include in

a notice

under this

Section 1.16 may

not exceed

the

number

directors

elected

such

meeting

(based

public

disclosure

the

Corporation

prior

the

date

such

notice),

and

for

the

avoidance of doubt, no

stockholder shall be entitled

to identify any additional

or substitute

persons as

Proposed Nominees

following the

expiration of

the

time

periods

set

forth

Section 1.16(b)

Section 1.16(e),

applicable.

Except

otherwise

provided

law,

the

Board

the

chairperson

meeting shall have

the power and

the duty to

determine whether a

nomination

or any business proposed to be brought before the meeting

has been made or

proposed in accordance with the procedures set forth in these Bylaws, and, if

the

Board

the

chairperson

the

meeting

determines

that

any

proposed

nomination

business

was

not

properly

brought

before

the

meeting,

the

chairperson (or the Board)

shall declare to the

meeting that such nomination

shall be disregarded

or such

business shall not

be transacted, and

no vote shall

be taken with respect to such nomination

or proposed business, in each case,

notwithstanding

that

proxies

with

respect

such

vote

may

have

been

received

the

Corporation.

Notwithstanding

the

foregoing

provisions

this Section 1.16, unless

otherwise required by

law, if the

Noticing Party (or

Qualified

Representative

the

Noticing

Party)

proposing

nominee

for

director

business

conducted

meeting

does

not

appear

the

meeting

stockholders

the

Corporation

present

such

nomination

propose such

business, such

proposed nomination

shall be

disregarded or

such

proposed business shall not be transacted, as applicable, and no vote

shall be

taken with respect to such nomination or proposed business, notwithstanding

that

proxies

with

respect

such

vote

may

have

been

received

the

Corporation.

(ii)

Noticing Party shall

update such

Noticing Party’s notice

provided under the

foregoing

provisions

this

Section 1.16,

necessary,

such

that

the

information provided

or required

to be

provided in

such notice

shall be

true

and correct

in all

material respects

as of (A) the

record date

for determining

the stockholders entitled to

receive notice of the

meeting and (B) the date

that

is ten business days prior to the

meeting (or any postponement, rescheduling

adjournment

thereof),

and

such

update

shall

(I) be

received

the

Secretary

the

principal

executive

offices

the

Corporation

(x) not

later

than

the

Business

five

business

days

after

the

record

date

for

determining the stockholders

entitled to receive

notice of such

meeting (in the

case of an update required

to be made under clause (A))

and (y) not later than

the Close of Business seven business days prior to the date of the meeting or,

if practicable,

any postponement,

rescheduling or

adjournment thereof

(and,

if not

practicable, on

the first

practicable date

prior to

the date

to which

the

meeting

has

been

postponed,

rescheduled

adjourned)

(in

the

case

update required

to be

made pursuant

to clause (B)),

(II) be made

only to

the

extent

that

information

has

changed

since

such

Noticing

Party’s

prior

submission and (III) clearly identify

the information that has

changed in any

material

respect

since

such

Noticing

Party’s

prior

submission.

For

the

avoidance

doubt,

any

information

provided

pursuant

this

Section 1.16(f)(ii)

shall

not

deemed

cure

any

deficiencies

inaccuracies in a

notice previously

delivered pursuant to

this Section 1.16 and

shall

not

extend

the

time

period

for

the

delivery

notice

pursuant

this

Section 1.16.

If a

Noticing Party

fails to

provide any

update in

accordance

with the foregoing provisions of this Section 1.16(f)(ii), the information

as to

which such written update relates

may be deemed not to have

been provided

in accordance with this Section 1.16.

(iii)

any

information

submitted

pursuant

this

Section 1.16

any

Noticing

Party

nominating

individuals

for

election

reelection

director

proposing

business

for

consideration

stockholder

meeting

shall

inaccurate in

any material

respect (as

determined by

the Board

or a

committee

thereof),

such

information

may

deemed

not

have

been

provided

accordance with this

Section 1.16.

Any such Noticing

Party shall notify

the

Secretary in

writing at

the principal

executive offices

of the

Corporation of

any material

inaccuracy or

change in

any information

submitted pursuant

this

Section 1.16

(including

any

Noticing

Party

any

Stockholder

Associated Person no longer intends to solicit proxies in accordance with the

representation made pursuant to Section 1.16(c)(vii)(A)) within two business

days

after

becoming aware

of such

material

inaccuracy

or change,

and any

such

notification

shall

clearly

identify

the

inaccuracy

change,

being

understood that

no such

notification may

cure any

deficiencies or

inaccuracies

with respect

to any

prior submission

by such

Noticing Party.

Upon written

request

the

Secretary

behalf

the

Board

(or

duly

authorized

committee

thereof),

any

such

Noticing

Party

shall

provide,

within

seven

business

days

after

delivery

such

request

(or

such

other

period

may

reasonably be specified in such request),

(A) written verification, reasonably

satisfactory to the Board, any

committee thereof or any authorized

officer of

the Corporation,

to demonstrate

the accuracy

of any

information submitted

such

Noticing

Party

pursuant

this

Section 1.16

and

(B) a

written

affirmation of any information submitted

by such Noticing Party pursuant to

this Section 1.16

as of an

earlier date.

If a Noticing

Party fails

to provide such

written verification

or affirmation

within such

period, the

information as

which written

verification or

affirmation was

requested may

be deemed

not

to have been provided in accordance with this Section 1.16.

(iv)

Notwithstanding anything herein to the contrary, if (A) any Noticing Party or

any

Stockholder

Associated

Person

provides

notice

pursuant

Rule 14a-

19(b)

under

the

Exchange Act

with

respect

any

Proposed

Nominee

and

(B) (1) such

Noticing

Party

Stockholder Associated

Person

subsequently

either

(x) notifies

the

Corporation

that

such

Noticing

Party

Stockholder

Associated

Person

longer

intends

solicit

proxies

support

the

election

reelection

such

Proposed

Nominee

accordance

with

Rule 14a-19(b)

under

the

Exchange

Act

(y) fails

comply

with

the

requirements of Rule 14a-19(a)(2)

or Rule 14a-19(a)(3) under

the Exchange

Act

(or

fails

timely

provide

reasonable

evidence

sufficient

satisfy

the

Corporation that

such Noticing

Party or

Stockholder Associated

Person has

met

the

requirements

Rule 14a-19(a)(3)

under

the

Exchange

Act

accordance with

the following

sentence) and

(2) no other

Noticing Party

Stockholder

Associated Person that

has provided notice

pursuant to Rule 14a-

19(b) under the Exchange Act with respect to

such Proposed Nominee (x) to

the

Corporation’s

knowledge

based

information

provided

pursuant

Rule 14a-19 under

the Exchange Act or

these Bylaws,

still intends

to solicit

proxies in support of the

election or reelection of such

Proposed Nominee in

accordance

with

Rule 14a-19(b)

under

the

Exchange

Act

and

(y) has

complied with

the requirements

of Rule 14a-19(a)(2)

and Rule 14a-19(a)(3)

under

the

Exchange

Act

and

the

requirements

set

forth

the

following

sentence, then

the nomination

of such

Proposed Nominee

shall be

disregarded

and

vote

the

election

such

Proposed

Nominee

shall

occur

(notwithstanding that proxies in respect of such vote may have

been received

by the Corporation).

Upon request by the Corporation, if any Noticing Party

or any Stockholder Associated Person

provides notice pursuant

to Rule 14a-

19(b)

under

the

Exchange

Act,

such

Noticing

Party

shall

deliver

the

Secretary, no

later than

five business

days prior

to the

applicable meeting

date,

reasonable

evidence

that

the

requirements

Rule 14a-19(a)(3)

under

the

Exchange Act have been satisfied.

(v)

In addition to complying with

the foregoing provisions of this

Section 1.16, a

stockholder

shall

also

comply

with

all

applicable requirements

state

law

and the

Exchange

Act with

respect to

the matters

set forth

in this

Section 1.16.

Nothing

this

Section 1.16

shall

deemed

affect

any

rights

(A) stockholders to request inclusion of proposals in the Corporation’s proxy

statement pursuant

to Rule 14a-8

under the

Exchange Act, (B) stockholders

request

inclusion

nominees

the

Corporation’s

proxy

statement

pursuant to the Proxy

Rules or (C) the

holders of any series

of preferred stock

to elect

directors pursuant

to any

applicable provisions

of the

Certificate of

Incorporation.

(vi)

Any written

notice,

supplement, update

or other

information required

to be

delivered

stockholder

the

Corporation

pursuant

this

Section 1.16

must be

given by

personal delivery, by

overnight courier

or by

registered or

certified mail, postage prepaid, to

the Secretary at the Corporation’s

principal

executive offices

and shall

be deemed

not to

have been

delivered unless

given.

(vii)

For purposes of these Bylaws:

(A)

“Affiliate” and

“Associate” each

shall have

the respective

meanings

set forth in Rule 12b-2 under the Exchange Act;

(B)

“beneficial owner”

or “beneficially

owned” shall

have the

meaning set

forth for such terms in Section 13(d) of the Exchange Act;

(C)

“Close

Business”

shall

mean

5:00 p.m. Eastern

Time

any

calendar day, whether or not the day is a business day;

(D)

“Proxy

Rules”

shall

mean

Section 14

the

Exchange Act

and

the

rules promulgated thereunder;

(E)

“Public Disclosure” shall

mean disclosure in

a press release

reported

national

news

service

document

publicly

filed

the

Corporation with

the Securities

and Exchange

Commission pursuant

to Section 13, 14 or 15(d) of the Exchange Act;

(F)

“Qualified

Representative”

Noticing

Party

means

(I) a

duly

authorized officer, manager or partner of such Noticing Party or (II) a

person authorized by a writing

executed by such Noticing Party (or

reliable

reproduction

electronic

transmission

the

writing)

delivered

such

Noticing

Party

the

Corporation

prior

the

making of

any nomination

or proposal

at a

stockholder meeting

stating

that such person is authorized to act for

such Noticing Party as proxy

the

meeting

stockholders,

which

writing

electronic

transmission,

reliable

reproduction

the

writing

electronic

transmission, must be produced at the meeting of stockholders; and

(G)

“Stockholder

Associated

Person”

shall

mean,

with

respect

Noticing

Party

and

different

from

such

Noticing

Party,

any

beneficial owner

of shares

of stock

of the

Corporation on

whose behalf

such

Noticing

Party

providing

notice

any

nomination

other

business

proposed:

(I) any

person

entity

who

member

group

(as

such term

used in

Rule 13d-5 under

the

Exchange Act)

with such

Noticing Party

or such

beneficial owner(s)

with respect

acquiring,

holding,

voting

disposing

any

securities

the

Corporation,

(II) any

Affiliate

Associate

such

Noticing

Party

(other

than

any

Noticing

Party

that

Exempt

Party)

such

beneficial owner(s),

(III) any

participant (as

defined in

Instruction 3

Item 4

Schedule 14A)

with

such

Noticing

Party

such

beneficial

owner(s)

with

respect

any

proposed

business

nomination,

applicable,

under

these

Bylaws,

(IV) any

beneficial

owner of shares of stock of

the Corporation owned of record

by such

Noticing Party

(other than

a Noticing

Party that

is an

Exempt Party)

and (V) any Proposed Nominee.

ARTICLE II

DIRECTORS

Section 2.1.

Number; Eligibility.

Within the limit set forth in the Certificate

of Incorporation, the

number of

directors that shall

constitute the entire

Board shall be

fixed, from time

to time, exclusively

the Board, subject to the rights of the holders of any series of preferred stock with respect to the election of

directors, if

any.

No person

shall be

eligible for

election or

appointment as

a director

unless such

person

has, within

ten days

following any

reasonable request

therefor from

the Board

or any

committee thereof,

made himself or herself available

to be interviewed by the

Board (or any committee or

other subset thereof)

with respect to

such person’s qualifications

to serve as

a director or

any other matter

reasonably related to

such person’s candidacy or service as a director of the Corporation.

Section 2.2.

Duties and Powers.

The business and affairs of

the Corporation shall be managed by

or under the direction of the Board, which may exercise all such powers of the Corporation and do all such

lawful

acts

and

things

are

not

law,

the

Certificate

Incorporation

these

Bylaws

required

exercised or done by the stockholders.

Section 2.3.

Meetings.

The Board may

hold meetings, both

regular and special,

either within or

without the State of

Delaware.

Regular meetings of the

Board may be held

at such time and

at such place

as may from time to time be determined by the Board.

Special meetings of the Board may be called by the

Board Chair (if there

be one), the Chief

Executive Officer or the

Board and shall be

held at such place,

such date and at such time as he, she or it shall specify.

Section 2.4.

Notice.

Notice of

any meeting

of the

Board stating

the place,

date and

time of

the

meeting shall be given

to each director by

mail posted not less

than five days before

the date of the

meeting,

by nationally recognized overnight courier

deposited not less than two

days before the date of

the meeting

email,

facsimile

or other

means

electronic

transmission

delivered

sent

not less

than

24 hours

before

the

date

and

time

the

meeting,

such

shorter

notice

the

person

persons

calling

such

meeting may

deem necessary

or appropriate

under the

circumstances.

If mailed

or sent

by overnight

courier,

such notice shall be deemed to be given at the time when it is

deposited in the United States mail with first

class

postage

prepaid

deposited

with

the

overnight

courier.

Notice

facsimile

other

electronic

transmission shall be deemed

given when the notice

is transmitted.

Any director may waive

notice of any

meeting before or

after the meeting.

The attendance of

a director at

any meeting shall

constitute a waiver

of notice

of such

meeting, except

where the

director attends

the meeting

for the

express purpose

of objecting,

and does so

object, at the

beginning of the

meeting to the

transaction of any

business because the

meeting

is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular

or special meeting of the Board

need be specified in any

notice of such meeting unless

so required by law.

A meeting may be

held at any

time without notice

if all of

the directors are

present or if

those not present

waive notice of the meeting in accordance with Section 5.6 of these Bylaws.

Section 2.5.

Board Chair;

Board Vice

Chair.

The Board

Chair shall

be chosen

from among

the

directors and may be

the Chief Executive Officer.

Except as otherwise provided

by law, the Certificate

Incorporation or Section 2.6 or Section

2.7 of these Bylaws, the

Board Chair shall preside at

all meetings of

stockholders and of the Board.

The Board Chair shall have such other powers and duties as may from time

to time be

assigned by the

Board.

The Board may

also choose a

Board Vice

Chair from among

the directors,

and such Board Vice Chair shall have such powers

and duties as may from time to time

be assigned by the

Board.

Section 2.6.

Lead Independent

Director.

If the

Board Chair

does not

qualify as

independent in

accordance with

the applicable

rules of

any securities

exchanges upon

which the

Corporation’s securities

are

listed, the

Independent Directors

(as

defined below)

shall appoint

a Lead

Independent Director.

The

Lead Independent

Director shall

be one

of the

directors who

has been

determined by

the Board

to be

“independent director” (any

such director, an

“Independent Director”).

The Lead Independent

Director, if

any, shall preside

at all executive

sessions of the

Board, serve as

a liaison to

the Chief Executive Officer

and

other directors not

present at executive

sessions of the

Board regarding topics

discussed in executive

session

or other matters

as may be

raised from time

to time by

one or more

Independent Directors, work

with the

Board

Chair

and

other

directors

determine

agenda

items

for

Board

meetings,

have

the

power

call

meetings

of the

Independent Directors,

and

have such

other responsibilities,

and

perform

such duties,

may from time to time be assigned

to him or her by the Board.

The Independent Directors may remove or

replace the Lead Independent

Director from the position

of Lead Independent Director at

any time with or

without

cause

the

vote

majority

the

Independent

Directors

present

duly

convened

Board

meeting.

The

Independent

Directors

shall

periodically

consider

whether

and,

so,

when

rotate

the

position of Lead Independent

Director, and may appoint a

Lead Independent Director for a

specified term,

which may be renewed.

Section 2.7.

Organization.

At each

meeting of

the Board,

the Board

Chair, or,

in the

Board Chair’s

absence, the Lead Independent Director (if any), or, in the Lead Independent Director’s absence, the Board

Vice Chair (if

any), or, in

the Board Vice Chair’s

absence, a director

chosen by a

majority of the

directors

present, shall act as chairperson.

The Secretary shall act as secretary at each meeting of the Board.

In case

the Secretary shall be absent from any meeting of the Board, an assistant secretary

shall perform the duties

of secretary

at such

meeting, and

in the

absence from

any such

meeting of

the Secretary

and all

assistant

secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.

Director Resignation

and Removal.

Any director

of the

Corporation may

resign at

any time, by giving notice in writing

or by electronic transmission to the Board

Chair, the Chief Executive

Officer or the

Secretary.

Such resignation shall

be effective upon

receipt unless it

is specified to

be effective

some

other

time

upon

the

occurrence

some

other

event,

and,

unless

otherwise

specified

such

notice, the acceptance of such

resignation shall not be necessary

to make it effective.

Subject to the rights

of holders

of any

series of

preferred stock

with respect

to the

election of

directors, a

director may

be removed

from office

by the

stockholders of

the Corporation

only for

cause and

only by

the affirmative

vote of

the

holders

least

majority

the

voting

power

all

then

outstanding

capital

stock

the

Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 2.9.

Quorum.

At all meetings of the Board,

a majority of directors constituting the Board

shall constitute a quorum for the transaction of

business, and the act of a majority of

the directors present at

any meeting at which a quorum is present shall be the act of

the Board.

If a quorum shall not be present at

any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without

notice

other

than

announcement

the

meeting

the

time

and

place

the

adjourned

meeting,

until

quorum shall be present.

Section 2.10.

Actions

the

Board

Unanimous

Written

Consent.

Any

action

required

permitted

taken

any

meeting

the

Board

any

committee

thereof

may

taken

without

meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by

electronic transmission, and the

writing or electronic transmission is

filed with the minutes of

proceedings

of the Board or committee.

Section 2.11.

Telephonic

Meetings.

Members

the

Board,

any

committee

thereof,

may

participate

meeting

the

Board

such

committee

means

conference

telephone

other

communications equipment by means of which all

persons participating in the meeting can hear and

speak

with

each

other,

and

participation

meeting

pursuant

this

Section 2.11

shall

constitute

presence

person at such meeting.

Section 2.12.

Committees.

The Board may designate one or

more committees, each committee to

consist of one

or more of

the directors of

the Corporation and,

to the extent

permitted by law,

to have and

exercise

such

authority

may

provided

for

the

resolutions

creating

such

committee,

such

resolutions may be

amended from time

to time.

The Board may

designate one or

more directors as

alternate

members of any

committee, who may

replace any absent

or disqualified member

at any meeting

of any such

committee.

the

absence

disqualification

member

committee,

and

the

absence

designation by the Board of an alternate member to replace the absent or disqualified member, the member

or members thereof

present at any

meeting and not

disqualified from voting,

whether or not

such member

members

constitute

quorum,

may

unanimously

appoint

another

member

the

Board

act

the

meeting in the place of any absent or disqualified member.

Each committee shall keep regular minutes and

report to the Board when required.

A majority of the members of any committee present at any committee

meeting at

which there

is a

quorum present

may determine

such committee’s

action and

fix the

time and

place

its

meetings,

unless

the

Board

shall

otherwise

provide.

Except

may

provided

any

resolutions establishing or

designating a committee

of the Board,

the Board shall

have the power

at any time

to fill vacancies in, to change the membership of or to dissolve any committee of the Board.

Section 2.13.

Compensation.

The

Board

shall

have

the

authority

fix

the

compensation

directors, which

may be

payable in

cash or

securities (or

a combination

of cash

and securities),

and may

delegate the authority

to recommend or

determine all or

part of such

compensation to a

Board committee.

The directors shall be paid their reasonable

expenses, if any, of attendance at each

meeting of the Board or

any committee thereof.

No such payment

shall preclude any

director from serving

the Corporation in

any

other

capacity

and

receiving

compensation

therefor.

Directors

who

are

full-time

employees

the

Corporation shall not receive any compensation for their service as director.

Section 2.14.

Interested Directors.

No contract or transaction between the Corporation and one or

its

directors

officers,

between

the

Corporation

and

any

other

corporation,

partnership,

association or

other organization

in which

one or

more of

the Corporation’s

directors or

officers are

directors

or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the

director

officer

present

participates

the

meeting

the

Board

committee

thereof

that

authorizes the contract or

transaction, or solely because

any such director’s or

officer’s vote is counted

for

such purpose if:

(a) the material facts

as to

the director’s or

officer’s relationship or

interest and as

to the

contract or transaction

are disclosed

or are

known to

the Board

or the

committee and

the Board

or committee

in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested

directors,

even

though

the

disinterested

directors

less

than

quorum;

(b) the

material

facts

the

director’s or officer’s relationship

or interest and as

to the contract or

transaction are disclosed or

are known

to the stockholders entitled to

vote thereon and the contract

or transaction is specifically

approved in good

faith by vote of the

stockholders; or (c) the contract

or transaction is fair

as to the Corporation

as of the time

authorized,

approved

ratified

the

Board,

committee

thereof

the

stockholders.

Interested

directors

may

counted

determining

the

presence

quorum

meeting

the

Board

committee that authorizes the contract or transaction.

ARTICLE III

OFFICERS

Section 3.1.

General.

The officers of the Corporation shall be chosen by the Board and

shall be a

Chief Executive Officer, a President, a Chief Financial Officer,

a Chief Operating Officer, a Vice President,

a Secretary

and a

Treasurer.

The Board,

in its

discretion, may

also choose,

or may

delegate to

the Chief

Executive Officer the authority to appoint, additional

Vice Presidents and one or more

Assistant Secretaries

and Assistant Treasurers.

Any two or more offices may be held by the same person, but

no officer may act

in more than one capacity

where action of two or

more officers is required and

no Vice President may

at the

same

time

hold

the

office

President.

The

officers

the

Corporation

need

not

stockholders

the

Corporation.

Section 3.2.

Election; Term.

The Board shall elect the officers of the Corporation who shall hold

their offices for such

terms and shall exercise such

powers and perform such

duties as shall be

determined

from time

to time

by the

Board, and

each officer

of the

Corporation shall

hold office

until such

officer’s

successor is elected and qualified, or

until such officer’s earlier death, resignation

or removal.

Any officer

may be

removed at any

time by the

Board, and any

officer appointed

by the Chief

Executive Officer may

be removed at

any time by

the Chief Executive

Officer.

Any officer may

resign upon notice

given in writing

or electronic

transmission to

the Chief

Executive Officer

or the

Secretary.

Such resignation

shall be

effective

upon receipt unless

it is specified

to be effective

at some other

time or upon

the occurrence of

some other

event.

Any vacancy occurring

in any office

of the Corporation

shall be

filled in

the manner

prescribed in

this Article III for the regular election to such office.

Section 3.3.

Voting

Securities Owned

by the

Corporation.

Powers of attorney,

proxies, waivers

of notice

of meeting,

consents and

other instruments

relating to

securities owned

by the

Corporation may

be executed in the

name of and on behalf

of the Corporation by the

Chief Executive Officer,

the Secretary

or any other

officer authorized to

do so

by the Board,

and any such

officer may, in the name

of and on

behalf

of the

Corporation, take

all such

action as

any such

officer may deem

advisable to

vote in

person or

by proxy

at any meeting

of security holders

of any corporation

in which the

Corporation may own

securities and at

any such meeting shall possess and may exercise any and all rights and power incident to

the ownership of

such securities

and that,

as the

owner thereof,

the Corporation

might have

exercised and

possessed if

present.

The Board may, by resolution, from time to time confer like powers upon any other person or persons.

Section 3.4.

Chief Executive Officer.

The Chief Executive Officer shall, subject to the control of

the Board,

have general

supervision over

the business

of the

Corporation and

shall

direct

the affairs

and

policies of the Corporation.

The Chief Executive Officer

may also serve as

the Board Chair or

as President,

elected

the

Board.

The

Chief

Executive

Officer

shall

also

perform

such

other

duties

and

may

exercise such other powers as may from time to time be assigned to such officer

by these Bylaws or by the

Board.

Section 3.5.

President.

The President shall act in a general executive capacity and shall assist the

Chief

Executive

Officer

the

administration

and

operation

the

Corporation’s

business

and

general

supervision of its

policies and affairs.

The President shall,

in the absence

of or because

of the inability

act of

the Chief

Executive Officer,

perform all

duties of

the Chief

Executive Officer.

The President

shall

also perform such other duties and

may exercise such other powers as

may from time to time be

assigned to

such officer by these Bylaws, the Board or the Chief Executive Officer.

Section 3.6.

Chief Financial Officer.

The Chief Financial Officer

shall be the principal

financial

officer

the

Corporation.

The

Chief

Financial

Officer

shall

also

perform

such

other

duties

and

may

exercise such other powers

as may from time

to time be assigned

to such officer by

these Bylaws, the Board

or the Chief Executive Officer.

Section 3.7.

Chief

Operating

Officer.

The

Chief

Operating

Officer

shall

have

general

responsibility for the

day-to-day operational activities

of the Corporation.

The Chief Operating

Officer may

also

serve

the

President,

elected

the

Board,

the

Board

has

not

elected

the

Chief

Executive

Officer or another person to serve as

President.

The Chief Operating Officer shall also perform

such other

duties and

may exercise

such other

powers as

may from

time to

time be

assigned to

such officer

by these

Bylaws or by these Bylaws, the Board or the Chief Executive Officer.

Section 3.8.

Vice Presidents.

The Vice Presidents shall have such powers and shall perform such

duties as shall be assigned to them by the Board or the Chief Executive Officer.

Section 3.9.

Secretary.

The Secretary shall

give the requisite

notice of meetings

of stockholders

and

directors

and

shall

record

the

proceedings

such

meetings,

shall

have

custody

the

seal

the

Corporation and

shall affix

it or

cause it

to be

affixed to

such instruments

as require

the seal

and attest

and, besides the Secretary’s powers

and duties prescribed by law,

shall have such other powers and

perform

such other duties as shall be

provided in these Bylaws or

shall at any time be

assigned to such officer by the

Board or the Chief Executive Officer.

Section 3.10.

Treasurer.

The Treasurer shall exercise general supervision over

the receipt, custody

and disbursement of

corporate funds.

The Treasurer

shall cause the

funds of the

Corporation to be

deposited

in such banks as

may be authorized by

the Board or in

such banks as may

be designated as depositaries

the manner provided

by resolution of the

Board.

The Treasurer shall have

such other powers and

perform

such other duties as shall be

provided in these Bylaws or

shall at any time be

assigned to such officer by

the

Board or the Chief Executive Officer.

Section 3.11.

Assistant Secretaries.

Assistant Secretaries, if there be any, shall assist the Secretary

in the discharge of

the Secretary’s duties, shall

have such powers and

perform such other duties as

shall at

any time be assigned

to them by the

Board and, in the

absence or disability of the

Secretary, shall perform

the duties of the Secretary’s office, subject to the control of the Board or the Chief Executive Officer.

Section 3.12.

Assistant Treasurers.

Assistant Treasurers, if there

be any, shall

assist the Treasurer

in the discharge of

the Treasurer’s duties, shall have

such powers and perform

such other duties as shall

any time be assigned to

them by the Board and,

in the absence or disability

of the Treasurer, shall perform

the duties of the Treasurer’s office, subject to the control of the Board or the Chief Executive Officer.

Section 3.13.

Other

Officers.

Such

other

officers

the

Board

may

appoint

shall

perform

such

duties and have such

powers as from time

to time may be assigned

to them by the Board.

The Board may

delegate to

any other

officer of

the Corporation

the power

to choose

such other

officers and

to prescribe

their respective duties and powers.

ARTICLE IV

STOCK

Section 4.1.

Evidence of Stock Ownership.

The shares of the

Corporation shall be represented

certificates unless the Board shall by resolution provide that some or all of any class or series of

stock shall

be uncertificated shares.

Any such resolution shall not apply to shares represented by a certificate until the

certificate is surrendered to the Corporation.

Notwithstanding the adoption of any resolution providing for

uncertificated

shares,

every

holder

stock

represented

certificates

and

upon

request

every

holder

uncertificated shares shall

be entitled to

have a certificate

signed by, or

in the name

of the corporation

by,

the Board Chair or the

Chief Executive Officer, or the

President or a Vice

President, and by the

Treasurer or

Assistant

Treasurer,

the

Secretary

Assistant

Secretary,

representing

the

number

registered in certificate form.

Section 4.2.

Record Date.

In order that the Corporation

may determine the stockholders entitled

receive

payment

any

dividend

other

distribution

allotment

any

rights

the

stockholders

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 may

fix a

record date,

which record

date shall

not precede

the date

upon which

the resolution

fixing the

record date

is adopted

and which

record date

shall be

not more

than

60 days prior to such action.

If no record date is fixed,

the record date for determining stockholders

for any

such purpose

shall be

the Close

of Business

on the

day on

which the

Board adopts

the resolution

relating

thereto.

Section 4.3.

Record Owners.

The Corporation shall be

entitled to recognize the

exclusive right of

a person registered on its books as the owner of shares to receive dividends, and to vote as such

owner, and

to hold liable for calls

and assessments a person

registered on its books

as the owner of

shares, and shall not

be bound to recognize

any equitable or other

claim to or interest

in such share or

shares on the part

of any

other person,

whether or

not it

shall have

express or

other notice

thereof, except

as otherwise

required by

law.

Section 4.4.

Transfer and Registry Agents.

The Corporation may from time to time maintain one

transfer

offices

agencies

and

registry

offices

agencies

such

place

places

may

determined from time to time by the Board.

ARTICLE V

MISCELLANEOUS

Section 5.1.

Contracts.

The Board may authorize any officer or officers or any agent or agents to

enter into

any contract

or execute

and deliver

any instrument

or other document

in the

name of

and on

behalf

of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2.

Disbursements.

All checks or demands for

money and notes of the

Corporation shall

be signed

by such

officer or

officers or

such other

person or

persons as

the Board

may from

time to

time

designate.

Section 5.3.

Fiscal Year.

The fiscal

year of

the Corporation

shall be

fixed from

time to

time by

resolution of the Board.

Section 5.4.

Corporate

Seal.

The

corporate

seal

shall

have

inscribed

thereon

the

name

the

Corporation, the year of its organization and the words “Corporate Seal, Delaware.”

The seal may be used

by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 5.5.

Offices.

The

Corporation

shall

maintain

registered

office

inside

the

State

Delaware and may also

have other offices outside

or inside the State

of Delaware.

The books and records

of the Corporation

may be kept

(subject to any

applicable law) outside

the State of

Delaware at the

principal

executive offices of the Corporation

or at such other place

or places as may be

designated from time to time

by the Board.

Section 5.6.

Waiver of Notice.

Whenever any notice is required

to be given to any

stockholder or

director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing,

signed by the person or

persons entitled to such notice,

or a waiver by electronic

transmission by the person

or persons entitled

to such notice,

whether before or

after the time

stated therein, shall

be deemed equivalent

the

giving

such

notice.

Neither

the

business

transacted

at, nor

the

purpose

of,

any

annual

special

meeting

of the

stockholders or

any regular

or special

meeting

of the

Board or

committee thereof

need be specified in any waiver of notice of such meeting unless so required by law.

Section 5.7.

Severability.

To the extent

any provision of

these Bylaws would

be, in the

absence

this

Section 5.7,

invalid,

illegal

unenforceable

for

any

reason

whatsoever,

such

provision

shall

severable from the other provisions of

these Bylaws, and all provisions of these

Bylaws shall be construed

so as to give

effect to the intent

manifested by these Bylaws,

including, to the maximum

extent possible, the

provision that would be otherwise invalid, illegal or unenforceable.

ARTICLE VI

AMENDMENTS

These Bylaws may be adopted, amended, altered or repealed by the

Board or by the stockholders of

the

Corporation

the

affirmative

vote

the

holders

least

the

voting

power

all

then

outstanding shares of capital stock of the Corporation entitled to

vote generally in the election of directors,

voting together as a single class.

Exhibit 99.4

-MORE-

Contacts:

Sherman Miller, President and CEO

Max P. Bowman, Vice President and CFO

(601) 948-6813

CAL-MAINE FOODS, INC. ANNOUNCES

AGREEMENT WITH COMPANY’S FOUNDER’S FAMILY

ALSO ANNOUNCES

NEW $500 MILLION SHARE REPURCHASE PROGRAM

Announces Potential Transition to Non-Controlled Company

RIDGELAND, Miss.

(February 25, 2025) -

Cal-Maine Foods,

Inc. (NASDAQ:

CALM) (“Cal-Maine

Foods”

or the “Company”)

today announced that

it has entered

into an agreement

with members of

the family of

its

founder

Fred

R. Adams, Jr.,

relating

the

potential

diversification

their

individual

financial

portfolios.

As discussed below, the

agreement creates a process

for the potential conversion

of all of their

super

voting

Class A

Common

Stock

(“Class

Shares”)

to Cal-Maine

Foods’

Common Stock

(“Common

Shares”).

Should the conversion occur, all the Company’s shares would be a single class, with one vote per

share. Because

the family-owned

controlling stockholder

owns all

of the

Company’s super

voting shares,

converting those shares

into Common Shares

would cause the

controlling stockholder’s voting

power to fall

from 53.2% to

12.0%, although

its economic

interest in

the Company would

remain unchanged

at 12.0%.

The potential diversification could result

in the Company ceasing to

be a “controlled company” pursuant

the

rules

The

Nasdaq

Stock

Market.

The

timing

and

manner

these

potential

diversification

transactions

have

not been

decided. The

Board of

Directors

(the

“Board”) has

taken

the

steps described

below to position the Company for the potential loss of controlled company status.

The Company also announced that its Board

has approved a new share repurchase program which

authorizes repurchases of

up to $500 million

of Cal-Maine Foods’

Common Stock.

The actual timing,

value

and

manner

repurchases

will

determined

management

its

discretion.

The

Company

expects

strategically

and

opportunistically

repurchase

from

time

the

open

market,

subject to market conditions and other factors.

As described below, the

Company has granted

registration rights to the

family members to facilitate

the sale of

Common Shares in

the open market,

should they decide

to sell their

shares.

It is also

possible

that the

Company could use

a portion of

its new

share repurchase program

to repurchase some

of the family

members’ Common

Shares as

part of

the family’s

portfolio diversification

efforts.

Any repurchases

from

the family members would require approval from the Special Committee of the Board described below.

Sherman

Miller,

President

and

Chief

Executive

Officer

Cal-Maine

Foods,

added,

“Our

repurchase program underscores our continued confidence in the strength of our business and future cash

flow generation,

as well

as our

commitment to

returning capital

to our

valued shareholders.

We enjoy

strong

cash

balance

and

strong

balance

sheet.

Our

management

and

Board

are

continually

evaluating

opportunities

deploy

our

cash

manner

achieve

the

best

value

for

our

stockholders.

The

repurchase program provides us with another tool to achieve that objective.”

Agreement with Founder’s Family

Cal-Maine

Foods

has

entered

into

Agreement

Regarding

Conversion

(the

“Conversion

Agreement”) with DLNL, LLC (“Daughters’ LLC”) and its members (the “Members”), who include

-MORE-

Mr. Adams’

four

daughters

and

Adolphus

B. Baker,

Board

Chair

(and

Mr. Adams’

son-in-law).

The

Conversion Agreement was unanimously approved and recommended to the

Board by a special committee

consisting solely of independent directors.

Daughters’

LLC

holds

4.8 million

the

Class

Shares,

representing

100%

the

outstanding Class A

Shares.

The Class

A Shares

have ten

votes per

share and

are convertible

on a

share-

for-share

basis

into

Common

Shares,

which

have

one

vote

per

share.

Generally,

the

Class

automatically convert to Common Shares upon transfer to persons not related to the family.

The outstanding

Class A

Shares currently

represent approximately

52.0% of

the Company’s

total

voting

power.

addition

the

Class A

Shares,

Daughters’

LLC

also

holds

approximately

1.1 million

Common Shares,

bringing the

total voting

power of

the shares

held by

Daughters’ LLC

to approximately

53.2%.

The

Members

have

advised

the

Company

that

they

are

potentially

interested

selling

all

portion

the

Common

held

Daughters’

LLC,

including

that

would

issued

upon

conversion of its Class A Shares.

The Members indicated that they were willing to work with the Company

towards achieving a smooth

transition.

Before giving effect to

any potential sales, if

Daughters’ LLC were

to convert all of

its Class A Shares into Common

Shares, Daughters’ LLC’s total voting

power would decline

from 53.2%

to 12.0%

of the

voting power

of the

Company’s then

-outstanding Common

Shares but

there

would be no impact on Daughters’

LLC’s economic interest in the Company,

which would remain at 12.0%.

Pursuant

the

Conversion

Agreement,

Daughters’

LLC

has

agreed

not

convert

any

Class A

into

Common

until

after

the

effectiveness

the

Restated

Charter

(as

defined

below).

Daughters’

LLC

has

also

agreed

that

converts

any

Class

into

Common

Shares,

will

simultaneously

convert

all

(but

not

less

than

all)

Class

into

Common

(the

“Class

Conversion”).

The Conversion Agreement does

not require Daughters’ LLC

to convert any Class A

or to sell any shares.

the

Class A

Conversion

does

occur,

the

Company

would

have

single

class

common

stock

outstanding with one vote per share, resulting in the following benefits to stockholders:

●

A reduction in the concentration of voting power

●

Simplification of the Company’s equity capital structure

●

Better alignment of the voting rights and economic interests of all stockholders

●

Broader

appeal

the

Company’s

investors,

many

which

prefer

single

voting

class common stock structures

The

Conversion

Agreement

grants

registration

rights

the

Members,

but

those

rights

not

become

effective

until

after

the

Class

Conversion

occurs.

The

registration

rights

expire

(1) the

12-

month anniversary of the date of the Class A Conversion or (2) December 31, 2026, whichever

is earlier.

In connection

with the

approval of

the Conversion

Agreement,

the Board

unanimously approved

the adoption

of the

Company’s

Third Amended

and Restated

Certificate of

Incorporation (the

“Restated

Charter”),

which

was

approved

Daughters’

LLC

majority

written

consent

lieu

meeting

stockholders.

The Restated Charter

will become effective

upon filing with

the Secretary of

State of the

State

Delaware

(the

“Delaware

Secretary

State”).

The

Board

also

amended

and

restated

the

Company’s

bylaws to

align them

with the

Restated Charter.

The amended

and restated

bylaws will

become effective

when the Restated Charter becomes effective.

Because Daughters’ LLC has approved the Restated Charter

by majority written consent, no further stockholder action is required at this time.

Among other things,

the Restated Charter

divides the Board

into three classes

of directors serving

staggered three-year terms.

Cal-Maine Foods expects the term of the first

class of directors to expire at the

2025 annual meeting of stockholders.

-MORE-

The

Board

plans

establish

fully

independent

Nominating

and

Corporate

Governance

Committee, and

the independent

directors will

appoint a

lead independent

director, to

be effective

upon

the effectiveness of the Restated Charter.

Dolph Baker, Board

Chair of Cal-Maine

Foods, stated, “I

am confident in

the future of

the Company,

its

strategy

and

its

management

team.

The

decisions

consider

diversifying

our

family’s

individual

financial portfolios are personal decisions made

in connection with our own respective financial

and estate

planning

efforts.

The

Board

has

asked

remain

executive

Board

Chair

least

through

the

Company’s

2027

annual

meeting

stockholders,

and

look

forward

working

with

our

Board

and

management as we continue to successfully execute our strategy.”

Miller

stated,

“These

arrangements

will

provide

the

Company

with

stability

governance

and

management

during

its

transition

from

controlled

non-controlled

company

status

and

facilitate

the

Members’

portfolio

diversification

orderly

manner

compliance

with

legal

requirements.

Since

1986,

Dolph

Baker has

contributed

the

tremendous

growth

and success

Cal-Maine

Foods.

are

pleased that

he will

remain executive

Board Chair

at least

through our

2027 annual

meeting, and

we will

continue

benefit

from

his

deep

understanding

the

Company’s

operations,

depth

and

breadth

experience and continued poultry industry engagement.”

$500 Million Share Repurchase Program

The

repurchase

program

authorizes

Cal-Maine

Foods,

management’s

discretion,

repurchase

$500 million

Common

from

time

time,

subject

market

conditions

and

other

factors.

The

actual

timing,

number

and

value

repurchased

under

the

program

will

determined by

management in

its discretion

and will

depend on

a number

of factors,

including, but

not

limited to, the market price of Common Shares and general market and economic conditions.

repurchases

under

the

program

may

made

from

time

through

solicited

unsolicited

transactions

the

open

market,

privately

negotiated

transactions

other

means

accordance with securities

laws.

The Company expects

that share repurchases

under the program

will be

funded from

one or

a combination

of existing

cash balances

and future

free cash

flow.

The share

repurchase

program does not obligate Cal-Maine Foods to repurchase any specific amount of shares, does not have an

expiration date, and may be suspended, modified or discontinued at any time without prior notice.

Additional Information and Where To Find It

The Company intends

promptly to file

a preliminary Information

Statement with the

U.S. Securities

and Exchange Commission (the “SEC”) regarding the Restated Charter and related

matters.

The Restated

Charter will become effective upon filing with the Delaware Secretary

of State, which the Company expects

to occur on or promptly after the

20th calendar day following the distribution of the

definitive Information

Statement to stockholders.

Because the Restated Charter has

been approved by the Board

and by the stockholder vote

required

law,

the

Company

will

not

soliciting

proxies

holding

meeting

stockholders

consider

the

Restated Charter.

Additional details

regarding the

Conversion Agreement,

the Restated Charter

and related

matters

are contained

in a Form

8-K filed by

the Company

with the

SEC contemporaneously

with the

issuance of

this press release and will also be contained in the Information Statement.

Investors may obtain copies of

all documents filed by Cal-Maine with the SEC, free of charge, at the

SEC’s website, www.sec.gov or at Cal-

Maine Food’s website at www.calmainefoods.com/sec-filings.

About Cal-Maine Foods

Cal-Maine

Foods

primarily

engaged

the

production,

grading,

packaging,

marketing

and

distribution

fresh

shell

eggs,

including

conventional,

cage-free,

organic,

brown,

free-range,

pasture-

raised and nutritionally enhanced eggs.

The Company, which is headquartered

in Ridgeland, Mississippi,

the

largest

producer

and

distributor

fresh

shell

eggs

the

nation

and

sells

most

its

shell

eggs

throughout the majority of the United States.

Forward Looking Statements

Statements

contained

this

press

release

that

are

not

historical

facts

are

forward-looking

statements as that term

is defined in the

Private Securities Litigation Reform

Act of 1995.

The forward-

looking

statements

are

based

management’s

current

intent,

belief,

expectations,

estimates

and

projections

regarding our

Company

and

our

industry.

These statements

are not

guarantees

of future

performance and involve risks,

uncertainties, assumptions and

other factors that are

difficult to predict

and may be

beyond our control.

The factors that

could cause actual

results to differ

materially from those

projected in the forward-looking statements

include, among others, (i) the risk factors

set forth in Part I

Item 1A Risk Factors

of our Annual Report

on Form 10-K for

the year ended June 1, 2024,

as well as those

included in other

reports we

file from

time to

time with

the SEC (including

our Quarterly Reports

on Form

10-Q and Current Reports on Form 8-K), (ii) the occurrence of any event, change or other circumstances

that could give

rise to the

Board’s decision to

abandon the Restated

Charter or to

the termination of

the

Conversion Agreement, (iii) the effect of the announcement of

the Conversion Agreement on the Common

Shares’

trading

price,

the

ability

the

Company

retain

and

hire

key

personnel

and

maintain

relationships

with

its

customers

and

suppliers,

and

the

Company’s

operating

results

and

business

generally, (iv) the impact on the

Common Shares’ trading price of

the sale or marketing, or

potential sale

or marketing, of a significant number of Common Shares as part of the family’s portfolio diversification,

(v) the risks and hazards inherent in the shell egg business (including

disease, pests, weather conditions,

and

potential

for

product

recall),

including

but

not

limited

the

current

outbreak

HPAI

affecting

poultry in the U.S., Canada and other countries that was first detected

in commercial flocks in the U.S. in

February 2022 and that first impacted our flocks in December 2023,

(vi) changes in the demand for and

market prices of shell eggs and feed costs, (vii) our ability

to predict and meet demand for cage-free and

other

specialty

eggs,

(viii) risks,

changes,

obligations

that

could

result

from

our

recent

future

acquisition of

new flocks

or businesses

and risks

or changes

that may

cause conditions

to completing

pending

acquisition

not

met,

(ix) risks

relating

changes

inflation

and

interest

rates,

(x) our

ability

retain

existing

customers,

acquire

new

customers

and

grow

our

product

mix,

(xi) adverse

results

pending

litigation

matters,

and

(xii) global

instability,

including

result

the

war

Ukraine, the conflicts

in Israel and

surrounding areas and

attacks on shipping

in the Red Sea.

Readers

are cautioned

not to

place undue

reliance on

forward-looking statements

because, while

we believe

the

assumptions

which

the

forward-looking

statements

are

based

are

reasonable,

there

can

assurance

that

these

forward-looking

statements

will

prove

accurate.

Further,

forward-looking

statements included herein

are only made

as of the

respective dates thereof,

or if no

date is stated,

as of

the

date

hereof.

Except

otherwise

required

law,

disclaim

any

intent

obligation

update

publicly

these

forward-looking

statements,

whether

because

new

information,

future

events,

otherwise.

-END-

Document and Entity Information	Feb. 25, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 25, 2025
Entity Registrant Name	Cal-Maine Foods, Inc.
Entity File Number	001-38695
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	64-0500378
Entity Address Address Line 1	1052 Highland Colony Pkwy
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	Ridgeland
Entity Address State Or Province	MS
Entity Address Postal Zip Code	39157
City Area Code	601
Local Phone Number	948-6813
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Central Index Key	0000016160
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CALM
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false
Current Fiscal Year End Date	--05-31