0001104659-19-042654.txt : 20190730 0001104659-19-042654.hdr.sgml : 20190730 20190730163120 ACCESSION NUMBER: 0001104659-19-042654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20190730 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190730 DATE AS OF CHANGE: 20190730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELCENTERS OF AMERICA LLC CENTRAL INDEX KEY: 0001378453 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 205701514 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33274 FILM NUMBER: 19985859 BUSINESS ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 440-808-9100 MAIL ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 8-K 1 a19-16317_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 30, 2019

Date of Report (Date of earliest event reported)

TRAVELCENTERS OF AMERICA LLC

(Exact name of registrant as specified in its charter)

Delaware	001-33274	20-5701514
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification Number)

24601 Center Ridge Road

Westlake, Ohio 44145

(Address of principal executive offices)
(Zip Code)

(440) 808-9100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Shares	TA	The Nasdaq Stock Market LLC
8.25% Senior Notes due 2028	TANNI	The Nasdaq Stock Market LLC
8.00% Senior Notes due 2029	TANNL	The Nasdaq Stock Market LLC
8.00% Senior Notes due 2030	TANNZ	The Nasdaq Stock Market LLC

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 o

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. o

Introductory Note

On May 23, 2019, TravelCenters of America LLC (the “Company”) announced its plan to convert (the “Conversion”) from a Delaware limited liability company to a Maryland corporation (the “Corporation”). As part of the Conversion, the Company intends to effect a reverse stock split (the “Reverse Split”).

Item 8.01 Other Events.

The Conversion was unanimously approved by the Company’s Board of Directors on May 23, 2019. The Reverse Split was approved by the Company’s Board of Directors on July 29, 2019. In accordance with the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), no vote of the shareholders is required or will be sought for the Conversion or the Reverse Split.

Plan of Conversion

On July 30, 2019, to implement the Conversion, the Company filed with the Secretary of State of the State of Delaware the Certificate of Conversion to a Corporation (the “Certificate of Conversion”) and with the State Department of Assessments and Taxation of Maryland, the Articles of Conversion to a Corporation (the “Articles of Conversion,”) and the Articles of Incorporation of the Corporation (the “Articles of Incorporation”). Pursuant to these filings, the Company expects the Conversion to become effective at 12:01 a.m. (Eastern Time) on August 1, 2019 (the “Effective Time”). Upon the Conversion, the Corporation will be named “TravelCenters of America Inc.”

At the Effective Time, the Company will convert to the Corporation and effect the Reverse Split pursuant to a plan of conversion (the “Plan of Conversion”), and the Articles of Incorporation and the Amended and Restated Bylaws of the Corporation (the “Bylaws”) will become effective.

The foregoing description of the Plan of Conversion, the Certificate of Conversion, the Articles of Conversion, the Articles of Incorporation and the Bylaws does not purport to be complete and is qualified in its entirety by reference to Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K, respectively, which are incorporated herein by reference.

Common Stock of the Corporation; Reverse Stock Split

On July 30, 2019, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Certificate of Conversion and the Articles of Conversion had been filed with the Secretary of State of the State of Delaware and the State Department of Assessments and Taxation of Maryland, respectively. At the Effective Time, each five (5) common shares of the Company, representing limited liability company interests of the Company (“Common Shares”), outstanding immediately prior to the Effective Time will be converted into one (1) issued and outstanding, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Corporation (“Common Stock”); provided that any resulting fractional shares will be settled in cash in lieu of being issued. The Company will request that, as of the open of trading on August 1, 2019, Nasdaq cease trading of the Common Shares and commence trading of the Common Stock on Nasdaq under the existing ticker symbol “TA.” It is anticipated that the holders of Common Shares at the Effective Time, to the extent that they hold Common Shares in certificated form, will be required to tender their Common Share certificates for Common Stock certificates (reflecting the Conversion and the Reverse Split). A new CUSIP number will be issued for the Common Stock of the Corporation and will become effective upon the Effective Time.

Rights of Stockholders

The Articles of Incorporation and the Bylaws provide the Corporation’s stockholders following the Conversion with substantially the same rights and obligations that members have in the LLC Agreement and the Amended and Restated Bylaws of the Company other than those changes that are incidental to becoming a Maryland corporation. Following the Conversion, except as otherwise expressly provided in the Articles of Incorporation and the Bylaws, the holders of Common Stock will be entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Maryland General Corporation Law (the “MGCL”), including

the election of the board of directors of the Corporation. Holders of Common Stock will be entitled to one vote per share of Common Stock.

Directors and Executive Officers

The directors and executive officers of the Company immediately prior to the Effective Time will be the directors and executive officers of the Corporation, each holding the same position and title, at the Effective Time. In addition, the committees of the board, and the chairs and membership thereof, immediately prior to the Effective Time, will be the committees of the board, and the chairs and membership thereof, of the Corporation at the Effective Time.

To the extent applicable to Items 3.01, 3.03, 5.02 and 5.03 of a Current Report on Form 8-K, the disclosures set forth in this Item 8.01 are incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Plan of Conversion
99.2		Certificate of Conversion of TravelCenters of America LLC
99.3		Articles of Conversion of TravelCenters of America LLC
99.4		Articles of Incorporation of TravelCenters of America Inc.
99.5		Amended and Restated Bylaws of TravelCenters of America Inc.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws, including statements about the terms and timing of the Conversion and the Reverse Split and the effects thereof. Also, whenever the Company uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions, the Company is making forward looking statements. These forward-looking statements are based upon the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company’s forward-looking statements as a result of various factors.

The information contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the Company’s periodic reports, or incorporated therein, identifies other important factors that could cause the Company’s actual results to differ materially from those stated in or implied by the Company’s forward-looking statements. The Company’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon the Company’s forward-looking statements.

Except as required by law, the Company does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRAVELCENTERS OF AMERICA LLC

Date: July 30, 2019	By:	/s/ William E. Myers
	Name:	William E. Myers
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

EX-99.1 2 a19-16317_1ex99d1.htm EX-99.1

Exhibit 99.1

PLAN OF CONVERSION

This PLAN OF CONVERSION (“Plan of Conversion”), adopted as of July 29, 2019, sets forth certain terms of the conversion of TravelCenters of America LLC, a Delaware limited liability company (the “Company”), to a Maryland corporation to be named “TravelCenters of America Inc.” (the “Corporation”), pursuant to the provisions of the Delaware Limited Liability Company Act (the “DLLCA”) and the Maryland General Corporation Law (the “MGCL”).

WITNESSETH

WHEREAS, the Company was formed as a limited liability company in accordance with the DLLCA and is currently governed by the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 7, 2016 (the “LLC Agreement”) and the Amended and Restated Bylaws of the Company, dated as of September 7, 2016;

WHEREAS, upon the terms and subject to the conditions of this Plan of Conversion and in accordance with the DLLCA and the MGCL, the Company will be converted to a Maryland corporation pursuant to and in accordance with Section 18-216 of the DLLCA and Section 3-902 of the MGCL (the “Conversion”);

WHEREAS, this Plan of Conversion supersedes and replaces that certain plan of conversion adopted by the Board of Directors of the Company on May 23, 2019;

WHEREAS, the Conversion shall be conditioned upon the receipt by the Company of any necessary approvals; and

WHEREAS, in connection with the Conversion, the Board of Directors of the Company has determined to effect a reverse split (the “Reverse Stock Split”) such that pursuant to the Conversion, each five (5) shares of the Company’s common shares (“Common Shares”), issued and outstanding immediately prior to the Effective Time (as defined below), will be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Corporation, par value $0.001 per share (the “Common Stock”), provided that no fractional share interests will be issued as a result of the Conversion, and in lieu of any such fractional share interests, the holder thereof will be entitled, upon the Effective Time, to receive a cash payment as provided in this Plan of Conversion.

NOW, THEREFORE, upon the terms and subject to the conditions of this Plan of Conversion and in accordance with the DLLCA and the MGCL, upon the filing and effectiveness of the Delaware Certificate of Conversion (as defined below) in the State of Delaware and the Maryland Articles of Conversion and the Articles of Incorporation (each as defined below) in the State of Maryland, the Company shall be converted to the Corporation.

ARTICLE I
THE CONVERSION

SECTION 1.01 The Conversion. At the Effective Time (as defined below), the Company shall be converted to the Corporation.

(a) At the Effective Time, for all purposes of the laws of the State of Delaware, (i) the Conversion shall be deemed a continuation of the existence of the Company in the form of a Maryland corporation, (ii) all of the rights, privileges and powers of the Company, all property, real, personal and mixed, all debts due to the Company, and all other things and causes of action belonging to

the Company shall remain vested in, and be the property of, the Corporation, and (iii) the title to real property vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of any provision of the DLLCA. The Conversion shall not (x) require the Company to wind up its affairs under Section 18-803 of the DLLCA or to pay its liabilities and distribute its assets under Section 18-804 of the DLLCA, or (y) constitute a dissolution of the Company. Following the Conversion, all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a corporation. Neither the rights, privileges, powers and interests in property of the Company, nor the debts, liabilities and duties of the Company, shall be deemed, as a consequence of the Conversion, to have been transferred to the Corporation for any purpose of the laws of the State of Delaware.

(b) At the Effective Time, for all purposes of the laws of the State of Maryland, (i) the Corporation shall be deemed to be the same entity as the Company, (ii) all the assets of the Company, including any legacies that it would have been capable of taking, vest in and devolve on the Corporation without further act or deed and shall be the property of the Corporation, and the title to any real property vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of the Conversion, and (iii) the Conversion shall not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the Company before the Conversion.

SECTION 1.02 Effective Time. Subject to the prior satisfaction of all conditions to the Conversion set forth in Section 1.05, the Company shall file the Certificate of Conversion in the form attached hereto as Exhibit A (the “Delaware Certificate of Conversion”) with the Secretary of State of the State of Delaware pursuant to Section 18-206 of the DLLCA, and the Articles of Conversion in the form attached hereto as Exhibit B (the “Maryland Articles of Conversion”) and the Articles of Incorporation of the Corporation in the form attached hereto as Exhibit C (the “Articles of Incorporation”) with the State Department of Assessments and Taxation of Maryland pursuant to Sections 3-902 and 3-903 of the MGCL. The Conversion shall become effective at the post-filing effective time stated in each of the Delaware Certificate of Conversion and the Maryland Articles of Conversion (the “Effective Time”).

SECTION 1.03 Articles of Incorporation and Bylaws. At and after the Effective Time, the Articles of Incorporation and the Bylaws of the Corporation (the “Bylaws”) shall be in the forms attached hereto as Exhibit C and Exhibit D, respectively, unless and until amended in accordance with their terms and the MGCL.

SECTION 1.04 Directors and Officers.

(a) At the Effective Time, the names of the persons who are to serve as the initial directors of the Corporation until his or her successor is duly elected and qualified and the class in which such director initially shall serve are Joseph L. Morea (Class I Director), Andrew J. Rebholz (Class I Director), Adam D. Portnoy (Class II Director), Barbara D. Gilmore (Class II Director) and Lisa Harris Jones (Class III Director). The address of each of the initial directors of the Corporation is c/o TravelCenters of America Inc., 24601 Center Ridge Road, Westlake, Ohio 44145. Each director shall hold office for the term for which such director is elected and thereafter until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal.

(b) At the Effective Time, the officers of the Corporation shall be as listed on Exhibit E hereto. Each officer shall hold such office until such officer’s successor is elected or until such officer’s earlier death, resignation, retirement, disqualification or removal.

SECTION 1.05 Conditions to Completion of the Conversion. Notwithstanding anything to the contrary in this Plan of Conversion, the completion of the Conversion shall be subject to and conditioned upon the receipt of all consents, waivers, and estoppels of third parties which the appropriate officers of the Company deem necessary or appropriate in connection with the Conversion.

SECTION 1.06 Amendment of Plan of Conversion; Abandonment of Conversion. This Plan of Conversion may be amended from time to time, and this Plan of Conversion may be terminated and the Conversion abandoned at any time, in each case at the sole discretion of the Board of Directors of the Company.

ARTICLE II
EFFECT OF THE CONVERSION ON COMMON SHARES

SECTION 2.01 Conversion of Common Shares. At the Effective Time, in each case without any action required on the part of the Company, the Corporation or any other Person, each five (5) Common Shares issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of Common Stock; provided that no fractional shares of Common Stock shall be issued as a result of the Conversion and the Reverse Stock Split, and in lieu of any such fractional shares of Common Stock, any such holder thereof shall be entitled to receive in lieu thereof cash in an amount equal to the product of such fractional shares of Common Stock multiplied by the closing price of the Common Stock, as reported on The Nasdaq Stock Market LLC, on the last trading day immediately prior to the date of the Effective Time (as adjusted to give effect to the Reverse Stock Split).

SECTION 2.02 Stock Certificates. Ownership of shares of any class of stock of the Corporation shall be represented in book entry form, or, at the election of a stockholder, by certificates. At and after the Effective Time, any certificate that, immediately prior to the Effective Time, evidenced Common Shares shall thereafter represent the number of shares of Common Stock into which such Common Shares shall have been converted at the Effective Time pursuant to this Plan of Conversion and the right to receive a cash payment in lieu of any Common Shares not converted into Common Stock, unless and until such certificate is surrendered to the Corporation for cancellation.

SECTION 2.03 No Further Rights in Common Shares. The shares of Common Stock into which the Common Shares shall have been converted as a result of the Conversion and the Reverse Stock Split shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares.

ARTICLE III
MISCELLANEOUS

SECTION 3.01 Tax Matters. The Conversion is intended to qualify as a reorganization described in Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Corporation and the Company are each intended to be “a party to a reorganization” within the meaning of Section 368(b) of the Code.

SECTION 3.02 Governing Law. This Plan of Conversion shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdictions other than the State of Delaware.

SECTION 3.03 Further Assurances. The Company (and, following the Conversion, the Corporation) shall execute, deliver, file and record, or cause to be executed, delivered, filed or recorded, such further agreements, instruments and other documents, and take, or cause to be taken, such further actions, as the other party hereto may reasonably request as being necessary or advisable to effect or evidence the transactions contemplated by this Plan of Conversion.

****

EXHIBIT A

Form of Delaware Certificate of Conversion

[see attached]

EXHIBIT B

Form of Maryland Articles of Conversion

[see attached]

EXHIBIT C

Form of Articles of Incorporation

[see attached]

EXHIBIT D

Form of Amended and Restated Bylaws

[see attached]

EXHIBIT E

Officers of the Corporation

Name		Office
Andrew J. Rebholz		Chief Executive Officer
Barry A. Richards		President and Chief Operating Officer
William E. Myers II		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
Mark R. Young		Executive Vice President and General Counsel
Rodney P. Bresnahan		Executive Vice President, Retail Operations
John T. McGary Jr.		Executive Vice President, Commercial Operations
Jennifer B. Clark		Secretary

EX-99.2 3 a19-16317_1ex99d2.htm EX-99.2

Exhibit 99.2

CERTIFICATE OF CONVERSION

TRAVELCENTERS OF AMERICA LLC

PURSUANT TO SECTION 18-216 OF THE

DELAWARE LIMITED LIABILITY COMPANY ACT

This Certificate of Conversion is being duly executed and filed by TravelCenters of America LLC, a Delaware limited liability company (the “LLC”), to convert the LLC to TravelCenters of America Inc., a Maryland corporation (the “Corporation”), under the Delaware Limited Liability Company Act (the “DLLCA”) and the Maryland General Corporation Law. The LLC does here by certify as follows:

FIRST: The name of the limited liability company is TravelCenters of America LLC.

SECOND: The date of filing of its original Certificate of Formation with the Secretary of State of Delaware is October 10, 2006.

THIRD: The jurisdiction of the business form to which the LLC shall be converted is the State of Maryland.

FOURTH: The conversion has been approved in accordance with section 18-216 of the DLLCA.

FIFTH: The LLC may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the LLC arising while it was a limited liability company of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding.

SIXTH: The address to which a copy of the process shall be mailed to by the Secretary of State is 24601 Center Ridge Road, Suite 200, Westlake, OH 44145-5639.

SEVENTH: The future effective date and time of the conversion to a non-Delaware entity is 12:01 a.m., August 1, 2019.

[Signature Page Follows]

IN WITNESS WHEREOF, the LLC has executed this Certificate of Conversion this 30th day of July, 2019.

TRAVELCENTERS OF AMERICA LLC


By:	/s/ Andrew J. Rebholz
	Name:	Andrew J. Rebholz
	Title:	Chief Executive Officer

EX-99.3 4 a19-16317_1ex99d3.htm EX-99.3

Exhibit 99.3

ARTICLES OF CONVERSION

converting

TRAVELCENTERS OF AMERICA LLC
a Delaware limited liability company

TRAVELCENTERS OF AMERICA INC.
a Maryland corporation

THIS IS TO CERTIFY THAT:

FIRST: TravelCenters of America LLC is a Delaware limited liability company formed under the laws of the State of Delaware on October 10, 2006 (the “Converting Entity”) and, by virtue of these Articles of Conversion and Articles of Incorporation filed for record herewith, is converting (the “Conversion”) to TravelCenters of America Inc., a corporation formed under the general laws of the State of Maryland (the “Converted Corporation”), on the terms and conditions set forth herein.

SECOND: Upon the completion of the Conversion in accordance with the Maryland General Corporation Law and the Delaware Limited Liability Company Act, the Converted Corporation shall, for all purposes of the laws of the State of Maryland, continue as the same entity as the Converting Entity, and the Conversion will have the effects set forth herein and in the Maryland General Corporation Law and the Delaware Limited Liability Company Act. Upon the completion of the Conversion:

(a) Each five common shares of the Converting Entity (the “Converting Entity Common Shares”), shall, without any action on the part of any member of the Converting Entity, be converted into and exchanged (the “Conversion Ratio”) for one share of common stock of the Converted Corporation, par value $0.001 per share (the “Converted Corporation Common Stock”); provided that no fractional shares of Converted Corporation Common Stock shall be issued as a result of the Conversion, and in lieu of any such fractional shares of Converted Corporation Common Stock, any such holder thereof shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the closing price of the Converted Corporation Common Stock as reported on The Nasdaq Stock Market LLC on the last trading day immediately prior to the date of the Effective Time (as adjusted to give effect to the Conversion Ratio).

(b) No shares of the Converting Entity of any class or series other than Converting Entity Common Shares are issued or outstanding.

THIRD: The terms and conditions of the Conversion were advised, authorized and approved by the Converting Entity in the manner and by the vote required by the laws of the State of Delaware and the Articles of Organization and the Amended and Restated Limited Liability Company Agreement, as amended, of the Converting Entity.

FOURTH: The Conversion has been approved in accordance with the provisions of Subtitle 9 of Title 3 of the Maryland General Corporation Law.

FIFTH: These Articles of Conversion shall become effective at 12:01 a.m., Eastern time, on August 1, 2019.

SIXTH: The undersigned acknowledges these Articles of Conversion to be the act and deed of the Converting Entity and, further, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his and her knowledge, information and belief, these matters and facts relating to the Converting Entity are true in all material respects and that this statement is made under the penalties for perjury.

- Signature page follows -

IN WITNESS WHEREOF, these Articles of Conversion have been duly executed and attested on behalf of the Converting Entity as of the 30th day of July, 2019.

ATTEST:		TRAVELCENTERS OF AMERICA LLC
		a Delaware limited liability company


/s/ Jennifer B. Clark		By:	/s/ Andrew J. Rebholz
Name:	Jennifer B. Clark	Name:		Andrew J. Rebholz
Title:	Secretary	Title:		Chief Executive Officer

EX-99.4 5 a19-16317_1ex99d4.htm EX-99.4

Exhibit 99.4

ARTICLES OF INCORPORATION
OF
TRAVELCENTERS OF AMERICA INC.

ARTICLE I

FORMATION AND NAME

Section 1.1 Formation. The undersigned, Mark R. Young, whose address is Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458, being at least 18 years of age, by these Articles of Incorporation and by Articles of Conversion effective as of 12:01 a.m., Eastern time, on August 1, 2019 (the “Effective Time”), does hereby convert TravelCenters of America LLC, a Delaware limited liability company formed on October 10, 2006, into a corporation (the “Corporation”) formed under the general laws of the State of Maryland.

Section 1.2 Name. The name of the Corporation is:

TravelCenters of America Inc.

ARTICLE II

PURPOSE

Section 2.1 Purpose. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the Maryland General Corporation Law as now or hereafter in force (the “MGCL”).

ARTICLE III

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

Section 3.1 Principal Office in State and Resident Agent. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202. The name and address of the resident agent of the Corporation in the State of Maryland are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202. The resident agent is a Maryland corporation.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1 Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors (the “Board” or “Board of Directors”). The enumeration and definition of particular powers of the Board included in the charter (as the

term “charter” is defined in the MGCL, the “Charter”) or in the Bylaws of the Corporation, as in effect from time to time (the “Bylaws”), shall in no way be construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board under the general laws of the State of Maryland or any other applicable laws.

Section 4.2 Number and Classification of Directors; Removal; Vacancy.

(a) Number and Qualification of Directors. The total number of directors of the Corporation (each a “Director”) initially shall be five, which number may be increased or decreased only by the Board in the manner provided in the Bylaws. At the Effective Time, three of the Directors shall be “Independent Directors,” and the remaining two Directors shall be “Managing Directors,” as each term is defined below. “Independent Directors” shall be those Directors who meet the qualifications as independent directors under the applicable rules of the Securities and Exchange Commission and each exchange registered with the Securities and Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time (the “Exchange Act”), and any successor to such statute, on which the shares of Common Stock, as defined below, or other securities of the Corporation are listed for trading from time to time. “Managing Directors” shall mean Directors who are not Independent Directors. If at any time the Board shall not be comprised of a majority of Independent Directors, the Board shall take such actions as will cure such condition, including increasing the size of the Board and electing one or more Independent Directors; provided, however, that the fact that the Board does not have a majority of Independent Directors at any time or from time to time shall not affect the validity of any action taken by the Board. The Board may from time to time and by amendment of the Bylaws, establish different or additional qualifications for Directors, including altering the number of Independent Directors and Managing Directors.

(b) Classification. The Directors (other than any Director elected solely by holders of shares of one or more classes or series of stock of the Corporation established in the future) shall be classified into three classes, Class I, Class II and Class III. Directors in Class I shall serve for a term ending at the annual meeting of stockholders to be held in 2020; Directors in Class II shall serve for a term ending at the annual meeting of stockholders to be held in 2021; and Directors in Class III shall serve for a term ending at the annual meeting of stockholders to be held in 2022 and, in each such case, until their successors are duly elected and qualify or until their earlier death, resignation or removal. The number of Directors in each class shall be as nearly equal in number as possible, as determined by the Board. At each annual meeting of the stockholders, the successors to the class of Directors whose term expires at such meeting shall be elected to serve for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify.

The names of the initial Directors are:

Name		Class
Joseph L. Morea, Independent Director		I
Andrew J. Rebholz, Managing Director		I
Barbara D. Gilmore, Independent Director		II
Adam D. Portnoy, Managing Director		II
Lisa Harris Jones, Independent Director		III

(c) Removal of Directors. Subject to the rights of holders of any one or more future classes or series of the Corporation’s stock to elect or remove one or more Directors, any Director may be removed at any time but only for cause and then only by the affirmative vote of stockholders entitled to cast at least 75% of all votes entitled to be cast on the matter, and stockholders may not otherwise remove any Director. For the purpose of this paragraph, “cause” shall mean, with respect to any particular Director, incapacity, conviction of a felony or a final judgment of a court or arbitration panel of competent jurisdiction holding that such Director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

(d) Vacancy on the Board. The Corporation elects under Section 3-804(c) of the MGCL, effective at the Effective Time, that, except as may be provided by the Board of Directors in setting the terms of any class or series of the Corporation’s stock, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the Directors remaining in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies. If for any reason the Corporation shall change this election, thereafter, except as may be provided by the Board of Directors in setting the terms of any class or series of the Corporation’s stock or as required by the MGCL, any and all vacancies on the Board of Directors may be filled by the affirmative vote of a majority of the Directors remaining in office, even if the remaining Directors do not constitute a quorum. If for any reason any or all of the Directors cease to be Directors, such event shall not terminate the Corporation or affect the Charter or the Bylaws or the powers of the remaining Directors hereunder or thereunder.

Section 4.3 Determinations by Board. The determination as to any matter, made by, or pursuant to the direction of, the Board shall be final and conclusive and shall be binding upon the Corporation and every holder of any class or series of its stock, including any determination as to any of the following matters: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any shares of any class or series of the Corporation’s stock) or of the Bylaws; the number of shares of any class or series of the Corporation’s stock; the fair value, or any sale, bid or asked price to be

applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of any class or series of the Corporation’s stock; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of Directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board.

Section 4.4 Bylaws and Proxies. The Board, without any action by holders of any shares of any class or series of the Corporation’s stock, shall have and exercise, on behalf of the Corporation, without limitation, (a) the exclusive power to adopt, amend and repeal the Bylaws, (b) the power to solicit proxies from holders of shares of any class or series of the Corporation’s stock and (c) the power to do any other acts and deliver any other documents necessary or appropriate to the foregoing powers.

Section 4.5 Corporate Opportunities. The Corporation shall have the power, by resolution of the Board of Directors, to renounce any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are presented to the Corporation or developed by or presented to one or more Directors or officers of the Corporation. In addition, unless otherwise provided in a written agreement with the Corporation, notwithstanding any duty that might otherwise exist at law or in equity, it shall not be a breach of any duty or any other obligation of any type whatsoever of any Director for such Director or Affiliates of such Director to engage in outside business interests and activities in preference to or to the exclusion of the Corporation or in direct competition with the Corporation; provided however, that no confidential information of the Corporation may be used by any such Person. Notwithstanding any duty that might otherwise exist at law or in equity, Directors shall have no obligation under the Charter or the Bylaws or as a result of any duty expressed or implied by law to present business opportunities to the Corporation that may become available to such Director or to Affiliates of such Director and the taking by such Director for himself or herself, or the offering or other transfer to another person or entity, of any such business opportunity shall not constitute or be construed or interpreted as (1) an act or omission of the Director committed in bad faith or as the result of active or deliberate dishonesty or (2) receipt by the Director of an improper benefit or profit in money, property, services or otherwise. As used herein: (i) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question; (ii) “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise; and (iii) “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity.

ARTICLE V

STOCK

Section 5.1 Authorized Stock. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 16,000,000, consisting of 16,000,000 shares of common stock, par value 0.001 per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is $16,000.00. If shares of one class or series of stock are classified or reclassified into shares of another class or series of stock pursuant to this Article V, the number of authorized shares of the former class or series shall be automatically decreased and the number of shares of the latter class or series shall be automatically increased, in each case, by the number of shares so classified or reclassified. Notwithstanding anything contained in the Charter to the contrary, the Board, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 5.2 Issuance of Stock. The Board may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

Section 5.3 Classified or Reclassified Shares. Notwithstanding anything contained in the Charter to the contrary, the Board may, by articles supplementary, classify any unissued shares of stock of the Corporation or reclassify any previously classified but unissued shares of stock of the Corporation from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, or terms or conditions of redemption of stock. Prior to the issuance of classified or reclassified shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to this Article V may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

Section 5.4 Common Stock. Subject to the provisions of Article VI and except as may otherwise be specified in the Charter, and subject to any voting rights provided to holders of another class or series of stock at any time outstanding, each share of Common Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of stockholders. The Board may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 5.5 Preferred Stock. Notwithstanding anything contained in the Charter to the contrary, the Board is expressly authorized to provide, out of the authorized and unissued shares of stock of any class, for the issuance of shares of preferred stock in one or more classes or series, and to fix for each such class or series such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, or terms or conditions of redemption of such preferred stock, as shall be stated and expressed in the resolution or resolutions adopted by the Board, and set forth in articles supplementary filed with the SDAT. Holders of a class or series of preferred stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by the Charter (including any articles supplementary relating to such series).

Section 5.6 Certain Voting Standards. Subject to any voting rights provided to holders of another class or series of stock at any time outstanding and except as otherwise provided in the Charter or required by law, any matter submitted by the Board to the stockholders for approval or otherwise voted upon by the stockholders, shall require the following vote by the stockholders, at a meeting of stockholders duly called and at which a quorum is present, in order for the matter to be approved by stockholders: (i) the election of any Managing Director or any Independent Director in an uncontested election (which, for purposes of the Charter, is an election in which the number of nominees for election equals or is less than the number to be elected at a meeting), a plurality of all the votes cast by stockholders entitled to vote on the matter, voting together as a single class; (ii) any other election of a Director nominated by the Board, the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast on the election, voting together as a single class; (iii) any other matter that has been approved previously by the Board, a majority of all votes cast by stockholders entitled to vote on the matter, voting together as a single class; and (iv) any matter that has not been approved previously by the Board, the affirmative vote of stockholders entitled to cast at least seventy-five percent (75%) of all the votes entitled to be cast on the matter, voting together as a single class. There shall not be cumulative voting of shares of Common Stock.

Section 5.7 Extraordinary Actions. Except as specifically otherwise provided in the Charter, notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if first approved and declared advisable by a majority of the Board and taken or approved by: (i) the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter or (ii) if Maryland law hereafter permits the effectiveness of a vote described in this clause (ii), the affirmative vote of a majority of the votes cast by stockholders on the matter or any such lesser proportion permitted under Maryland law.

Section 5.8 Distributions.

(a) The Board from time to time may authorize the Corporation to declare and pay to its stockholders such dividends or other distributions in cash or other assets of the Corporation or in securities of the Corporation, including in shares of one class or series of the Corporation’s stock payable to holders of shares of another class or series of stock of the Corporation, or from any other source as the Board in its sole discretion shall determine. The exercise of the powers and rights of the Board pursuant to this 0 shall be subject to the provisions of any class or series of shares of the Corporation’s stock at the time outstanding.

(b) Except as may otherwise be provided in the terms of any class or series of preferred stock, in determining whether a distribution is permitted under Maryland law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights upon dissolution are superior to those receiving the distribution, shall not be added to the Corporation’s total liabilities.

Section 5.9 No Preemptive or Subscription Rights. Except as may be provided by the Board in setting the terms of classified or reclassified shares of the Corporation’s stock pursuant to this Article V or as may otherwise be provided by a contract approved by the Board, no holder of shares of any class or series of the Corporation’s stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of any class or series of the Corporation’s stock or any other security of the Corporation which it may issue or sell.

Section 5.10 Special Meetings. A special meeting may be called in the manner authorized by the Bylaws. Subject to any requirements contained in the Bylaws related to the calling of special meetings, if at the time stockholders are entitled by law to cause a special meeting of the stockholders to be called, the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at such special meeting shall be required to cause the special meeting to be called.

Section 5.11 Actions of Stockholders by Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting only by a unanimous written consent of the stockholders entitled to vote on the action.

Section 5.12 Stockholder Proposals.

(a) Stockholder Proposals Causing Covenant Breaches. At the same time as or prior to the submission of any stockholder proposal of business to be conducted at an annual or special meeting that, if approved and implemented by the Corporation, would cause the Corporation to be in breach of any covenant of the Corporation in any existing or proposed debt instrument of the Corporation or agreement of the Corporation with any lender, the proponent stockholder or stockholders must submit to the Secretary of the Corporation at the principal executive offices of the Corporation any information or materials required by the Bylaws and (i) evidence satisfactory to the Board of Directors of the lender’s willingness to waive the breach of covenant or (ii) a plan for repayment of the indebtedness to the lender and the payment of all related interest, prepayment premiums, breakage costs and other amounts due and payable in connection with such repayment satisfactory to the Board of Directors, specifically identifying the source of funds to be used in the repayment and related payments and presenting evidence

satisfactory to the Board of Directors that the identified funds could be applied by the Corporation to the repayment.

(b) Stockholder Proposals Requiring Regulatory Notice, Consent or Approval. At the same time or prior to the submission of any stockholder proposal of business to be conducted at an annual or special meeting that, if approved, could not be implemented by the Corporation without notifying or obtaining the consent or approval of any federal, state, municipal or other regulatory body, the proponent stockholder or stockholders must submit to the Secretary of the Corporation at the principal executive offices of the Corporation any information or materials required by the Bylaws and (i) evidence satisfactory to the Board of Directors that any and all required notices, consents or approvals have been given or obtained or (ii) a plan, satisfactory to the Board of Directors, for making the requisite notices or obtaining the requisite consents or approvals, as applicable, prior to the implementation of the proposal.

Section 5.13 Appraisal Rights. Holders of shares of the Corporation’s stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute.

Section 5.14 Charter and Bylaws. All Persons who acquire or receive stock in the Corporation shall acquire or receive its shares, and the rights of all stockholders and the terms of all stock of the Corporation are, subject to the provisions of the Charter and the Bylaws.

ARTICLE VI

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 6.1 Definitions. For the purpose of this Article VI, the following terms shall have the following meanings:

“Business Day” shall mean Monday through Friday of each week, except that a legal holiday recognized as such by the U.S. Government shall not be regarded as a business day.

“Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 6.3(g), provided that each such organization must be described in Sections 501(c)(3), 170(b)(1)(A) (other than clause (vii) or (viii) thereof) and 170(c)(2) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

“Charitable Trust” shall mean any trust provided for in Section 6.2(a)(ii) and Section 6.3(a).

“Charitable Trustee” shall mean the Person, unaffiliated with the Corporation and a Prohibited Owner, that is appointed by the Corporation from time to time to serve as trustee of the Charitable Trust.

“Closing Price” with respect to Shares on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case, as reported on the principal consolidated transaction reporting system with respect to such Shares, or if such Shares are not listed or admitted to trading on any National Securities Exchange, the last sale price in the over-the-counter market, or if no trading price is available for such Shares, the fair market value of such Shares as determined in good faith by the Board.

“Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor to such statute.

“Constructive Ownership” shall mean ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include any interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

“Excepted Holder” shall mean a Stockholder for whom an Excepted Holder Limit is created by the Board pursuant to Section 6.2(f)(i).

“Excepted Holder Limit” shall mean, provided that and only so long as the affected Excepted Holder complies with all of the requirements established by the Board pursuant to Section 6.2(f), and subject to adjustment pursuant to Section 6.2(f)(iv), the percentage limit established by the Board pursuant to Section 6.2(f).

“Market Price” on any date shall mean, with respect to any class or series of Shares, the Closing Price for such Shares on such date.

“National Securities Exchange” shall mean an exchange registered with the Securities and Exchange Commission under Section 6(a) of the Exchange Act, and any successor to such statute.

“Ownership Limit” shall mean (i) with respect to Common Stock, 5.0% (in value or number of shares, whichever is more restrictive) of the outstanding Common Stock; and (ii) with respect to any other class or series of Shares, 5.0% (in value or number of shares, whichever is more restrictive) of the outstanding Shares of such class or series.

“Person” shall mean an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act, and any successor to such statute.

“Prior LLC Agreement” shall mean the Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, dated October 10, 2016, as amended and in effect immediately prior to the Effective Time.

“Prohibited Owner” shall mean any Person who, but for the provisions of Section 6.2(a), would Constructively Own Shares in excess of the Ownership Limitation, and if appropriate in the context, shall also mean any Person who would have been the Record Holder of Shares that the Prohibited Owner would have so owned.

“Stockholders” shall mean the holders of Shares.

“Shares” shall mean the shares of any class or series of capital stock in the Corporation (but excluding any options, rights, warrants and appreciation rights relating to a share of capital stock in the Corporation), including shares of Common Stock.

“Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event (or any agreement to take any such actions or cause any such events) that causes any Person to acquire Constructive Ownership of Shares or the right to vote or receive distributions on Shares, including without limitation, (a) any change in the capital structure of the Corporation which has the effect of increasing the total equity interest of any Person in the Corporation, (b) a change in the relationship between two or more Persons which causes a change in ownership of Shares by application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code, (c) the grant or exercise of any option or warrant (or any disposition of any option or warrant, or any event that causes any option or warrant not theretofore exercisable to become exercisable), pledge, security interest or similar right to acquire Shares, (d) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right, and (e) transfers of interests in other entities that result in changes in Constructive Ownership of Shares, in each case, whether voluntary or involuntary, whether owned of record or Constructively Owned, and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Section 6.2 Restrictions on Ownership and Transfer of Shares.

(a) Ownership Limitations.

(i) Basic Restrictions. (A) No Person, other than an Excepted Holder, shall Constructively Own Shares in excess of the Ownership Limit, and (B) no Excepted Holder shall Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

(ii) Transfer in Trust. If any Transfer of Shares occurs (whether or not such Transfer is the result of a transaction entered into through the facilities of a National Securities Exchange or automated inter-dealer quotation system) which, if effective, would result in any Person Constructively Owning Shares in violation of Section 6.2(a)(i)(A) or 6.2(a)(i)(B), as applicable; (x) then that number of Shares the Constructive Ownership of which otherwise would cause such Person to violate Section 6.2(a)(i)(A) or 6.2(a)(i)(B), (rounded upward to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Shares; or (y) if the

transfer to the Charitable Trust described in clause (x) of this sentence would not be effective for any reason to prevent the violation of Section 6.2(a)(i)(A) or 6.2(a)(i)(B), as applicable, then, to the fullest extent permitted by law, the Transfer of that number of Shares that otherwise would cause any Person to violate Section 6.2(a)(i)(A) or 6.2(a)(i)(B), as applicable, shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(b) Remedies for Breach. If the Board or any duly authorized committee thereof shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 6.2(a)(i) or that a Person intends to acquire or has attempted to acquire Constructive Ownership of any Shares in violation of Section 6.2(a)(i) (whether or not such violation is intended), the Board or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem Shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event (and such Person shall be liable, without limitation, for all costs incurred in connection therewith and pursuant to Section 8.2); provided, however, that any Transfer or attempted Transfer or other event in violation of Section 6.2(a)(i) shall automatically result in the transfer to the Charitable Trust described above, and, where applicable under Section 6.2(a)(ii)(y) such Transfer (or other event) shall, to the fullest extent permitted by law, be void ab initio as provided above irrespective of any action (or non-action) by the Board or a committee thereof.

(c) Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Constructive Ownership of Shares that will or may violate Section 6.2(a)(i), or any Person who would have owned Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 6.2(a)(ii)(x), shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request.

(d) Owners Required to Provide Information. Every Stockholder of record of more than five percent of the outstanding Shares of any series or class, within 30 days after the end of each taxable year and also within 30 days after a request from the Corporation, shall give written notice to the Corporation stating the name and address of such owner, the number of Shares owned and a description of the manner in which such Shares are held; provided that a Stockholder of record who holds outstanding Shares as nominee for another Person, which other Person is required to include in gross income the distributions received on such Shares (an “Actual Owner”), shall give written notice to the Corporation stating the name and address of such Actual Owner and the number of Shares of such Actual Owner with respect to which the Stockholder of record is nominee. Each such Stockholder of record and each Actual Owner shall provide to the Corporation such additional information as the Corporation may request in order to ensure compliance with the Ownership Limit.

(e) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 6.2, Section 6.3 or any definition contained in Section 6.1, the Board shall have the power to determine the application of the provisions of this Section 6.2 or Section 6.3 with respect to any situation based upon the facts known to it. If Section 6.2 or 6.3 requires

an action by the Board and the Charter does not contain a specific provision authorizing such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 6.1, Section 6.2 or Section 6.3.

(f) Exceptions.

(i) The Board, in its sole discretion (without the application to the fullest extent permitted by law of any duty), may grant to any Person who makes a request therefor (a “Requesting Person”) an exception to the Ownership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, subject to the following conditions and limitations: (A) (1) the Board shall have determined, in its sole discretion (without the application to the fullest extent permitted by law of any duty), that the Requesting Person’s ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Article VI, taking into account any previously granted exceptions pursuant hereto) would not cause a default under the terms of any contract to which the Corporation is a party or reasonably expects to become a party and (2) the Board shall have determined, in its sole discretion (without the application to the fullest extent permitted by law of any duty), and in the case of each individual Director, in his or her business judgment, that the Requesting Person’s ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Article VI, taking into account any previously granted exceptions pursuant hereto) is in the best interests of the Corporation; and (B) such Requesting Person provides to the Board, for the benefit of the Corporation, such representations and undertakings, if any, as the Board may, in its sole discretion (without the application to the fullest extent permitted by law of any duty), determine to be necessary in order for it to make the determination that the conditions set forth in clause (A) above of this Section 6.2(f)(i) have been and/or will continue to be satisfied (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Requesting Person with respect to the Constructive Ownership of one or more other classes or series of Shares not subject to the exception), and such Requesting Person agrees that any violation of such representations and undertakings or any attempted violation thereof will result in the application of the remedies set forth in Section 6.2(b) with respect to Shares held in excess of the Ownership Limit or the Excepted Holder Limit (as may be applicable) with respect to such Requesting Person (determined without regard to the exception granted such Requesting Person under this subparagraph (i)). If a member of the Board requests that the Board grant an exception pursuant to this subsection (f) with respect to such member, or with respect to any other Person if such member of the Board would be considered to be the Constructive Owner of Shares owned by such other Person, such member of the Board shall not participate in the decision of the Board as to whether to grant any such exception.

(ii) In determining whether to grant any exemption pursuant to Section 6.2(f)(i), the Board may, but need not, consider, among other factors, (A) the general reputation and moral character of the Requesting Person, (B) whether ownership of Shares would be direct or through ownership attribution, (C) whether the Requesting

Person’s ownership of Shares would interfere with the conduct of the Corporation’s business, (D) whether granting an exemption for the Requesting Person would adversely affect any of the Corporation’s existing contractual arrangements and (E) whether the Requesting Person to whom the exemption would apply is attempting to change control of the Corporation or affect its policies in a way which the Board, in its sole discretion (without the application to the fullest extent permitted by law of any duty), considers adverse to the best interest of the Corporation or the Stockholders. Nothing in this Section 6.2(f)(ii) shall be interpreted to mean that the Board may not act in its sole discretion (without the application to the fullest extent permitted by law of any duty) in making any determination under Section 6.2(f)(i).

(iii) An underwriter or initial purchaser that participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Ownership Limit, but only to the extent necessary to facilitate such public offering or private placement as determined by the Board.

(iv) The Board may reduce the Excepted Holder Limit for an Excepted Holder only: (1) with the written consent of such Excepted Holder or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder.

(v) To the fullest extent permitted by law, any determination made by the Board with respect to the provisions of Section 6.2(f) may be made without regard to any duties that the Board may have to the Prohibited Owner or any other Person.

(g) Increase or Decrease in Ownership Limit. The Board may from time to time increase or decrease the Ownership Limit, provided that any decrease may be made only prospectively as to subsequent holders (other than a decrease as a result of a retroactive change in existing law, in which case such change shall be effective immediately).

(h) Legend. Unless otherwise provided by the Board, each certificate for Shares (or securities exercisable for or convertible into Shares) shall bear a legend with respect to the restrictions contained in the Charter in such form as shall be prescribed by the Board. Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a Stockholder on request and without charge.

(i) No Recourse. A Prohibited Owner shall have no claim, cause of action or other recourse whatsoever against the purported transferor of Shares causing the violation of the restrictions set forth in Section 6.2(a).

Section 6.3 Transfer of Shares.

(a) Ownership in Trust. Upon any purported Transfer or other event described in Section 6.2(a)(ii) that would result in a transfer of Shares to a Charitable Trust, such

Shares shall be deemed to have been transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries (except to the extent otherwise provided in Section 6.3(e)). Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to any other purported Transfer or other event that otherwise results in the transfer to the Charitable Trust pursuant to Section 6.2(a)(ii). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.3(g).

(b) Status of Shares Held by the Charitable Trustee. Shares held by the Charitable Trustee shall be issued and outstanding Shares of the Corporation. The Prohibited Owner shall: (i) have no rights in the Shares held by the Charitable Trustee; (ii) not benefit economically from ownership of any Shares held in trust by the Charitable Trustee (except to the extent otherwise provided in Section 6.3(e)); (iii) have no rights to dividends or other distributions; (iv) not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust; and (v) have no claim, cause of action or other recourse whatsoever against the purported transferor of such Shares.

(c) Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary (except to the extent otherwise provided in Section 6.3(e)). Any dividend or other distribution paid prior to the discovery by the Corporation that Shares have been transferred to the Charitable Trustee shall be paid with respect to such Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, effective as of the date that Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Charitable Trustee shall not have the power to rescind and recast such vote. Notwithstanding the provisions of this Article VI, until the Corporation has received notification that Shares have been transferred into a Charitable Trust, the Corporation shall be entitled to rely on its stock transfer and other Stockholder records for purposes of preparing lists of Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Stockholders.

(d) Rights upon Liquidation. Upon any voluntary or involuntary liquidation, dissolution or winding up of or any distribution of the assets of the Corporation, the Charitable Trustee shall be entitled to receive, ratably with each other holder of Shares of the class or series of Shares that is held in the Charitable Trust, that portion of the assets of the Corporation available for distribution to the holders of such class or series (determined based upon the ratio that the number of Shares of such class or series of Shares held by the Charitable Trustee bears to

the total number of Shares of such class or series of Shares then outstanding). The Charitable Trustee shall distribute any such assets received in respect of the Shares held in the Charitable Trust in any liquidation, dissolution or winding up or distribution of the assets of the Corporation, in accordance with Section 6.3(e).

(e) Sale of Shares by Charitable Trustee.

(i) Within 20 days of receiving notice from the Corporation that Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust (together with the right to receive dividends or other distributions with respect to such Shares as to any Shares transferred to the Charitable Trustee as a result of the operation of Section 6.2(a)(ii)) to a Person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 6.2(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 6.3(e).

(ii) A Prohibited Owner shall receive the lesser of (1) the net price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust, and (2) the net sales proceeds received by the Charitable Trustee from the sale or other disposition of the Shares held in the Charitable Trust plus any dividends received by the Charitable Trustee on such Shares. Any net sales proceeds and dividend proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that Shares have been transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.3(e), such excess shall be paid to the Charitable Trustee upon demand.

(f) Purchase Right in Shares Transferred to Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise, gift or other such transaction, the Market Price per such Share on the day of the event causing the Shares to be held in the Charitable Trust) and (ii) the Market Price per such Share on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 6.3(e). Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and the Charitable Beneficiary as provided in Section 6.3(e).

(g) Designation of Charitable Beneficiaries. By written notice to the Charitable Trustee, the Corporation shall designate from time to time one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) Shares held in the Charitable Trust would not violate the restrictions set forth in Section 6.2(a)(i) in the hands of such Charitable Beneficiary and (ii) contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 6.4 Transactions on a National Securities Exchange. Nothing in this Article VI shall preclude the settlement of any transaction entered into through the facilities of a National Securities Exchange or any automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article VI and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VI.

Section 6.5 Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VI (and, to the fullest extent permitted by law, a Person shall be liable, without limitation, for all costs incurred in connection therewith and pursuant to Section 8.2).

Section 6.6 Non-Waiver. No delay or failure on the part of the Corporation or the Board in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board, as the case may be, except to the extent specifically waived in writing.

Section 6.7 Predecessor LLC Ownership Limitations. The provisions of Article VIII of the Prior LLC Agreement shall survive the conversion of TravelCenters of America LLC into the Corporation so as to continue to apply, and the Board shall enforce such provisions, with respect to Shares (as defined in the Prior LLC Agreement) for periods prior to the Effective Time. Such survival and enforcement by the Board shall include the power of the Board to grant Excepted Holder status under the Prior LLC Agreement.

Section 6.8 Enforceability. If any of the restrictions on transfer of Shares contained in this Article VI are determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Prohibited Owner may be deemed, at the option of the Corporation, to have acted as an agent of the Corporation in acquiring such Shares and to hold such Shares on behalf of the Corporation.

ARTICLE VII

AMENDMENTS

Section 7.1 Amendment of Charter.

(a) General. The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock of the Corporation. All rights and powers conferred by the Charter on

stockholders, Directors and officers are granted subject to this reservation. All references to the Charter shall include all amendments and supplements thereto.

(b) By the Board of Directors. The Board may amend the Charter from time to time, without any action by the stockholders of the Corporation, in the manner and to the extent permitted by the MGCL.

(c) By Stockholders. Except as otherwise provided in Section 7.1(b), any amendment to the Charter must first be declared advisable by a majority of the Board and then shall be valid only if approved by stockholders in accordance with Article V; provided, however, no provision of the Charter that establishes a percentage, proportion or other amount of affirmative votes of stockholders required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce such percentage or amount unless such amendment is approved by the affirmative vote of stockholders entitled to cast votes that constitute not less than the percentage or amount of votes sought to be reduced.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 8.1 Indemnification by the Corporation.

(a) The Corporation shall indemnify (i) any Person who is a present or former Director or officer of the Corporation (including a predecessor of the Corporation), and (ii) any Person who is or was serving at the request of the Corporation (including a predecessor of the Corporation) as an officer, director, member, trustee, manager or partner of another Person (provided that a Person shall not be so indemnified by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), in each case to the fullest extent permitted by Maryland law, as now or hereafter in effect, and such right to indemnification shall continue as to a Person who has ceased to be a Director or officer of the Corporation (including a predecessor of the Corporation) or ceased to so serve at the request of the Corporation, as applicable, and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any such Person (or his or her heirs, executors or personal or legal representatives) pursuant to this Section 8.1(a) in connection with a proceeding (or part thereof) initiated by such Person unless such proceeding (or part thereof) was authorized or consented to by the Board; and provided, further, that this Section 8.1(a) shall not obligate the Corporation to indemnify any such Person (or his or her heirs, executors or personal or legal representatives) to a greater extent than the Corporation is permitted by Maryland law, as now or hereafter in effect, to indemnify a Director. The right to indemnification conferred by this Section 8.1(a) shall include the right to be paid by the Corporation expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The rights to indemnification and to the advancement of expenses conferred in this Section 8.1(a) shall vest immediately upon election or appointment of a Director or officer, or upon commencement of service at the request of the Corporation, and shall not be exclusive of any other right which any Person may have or hereafter acquire under

the Charter, the Bylaws, any statute, agreement, vote of stockholders or disinterested Directors or otherwise.

(b) The Corporation shall indemnify any Person the Board designates as an indemnitee for purposes of this Section 8.1(b) (any such Person, an “Indemnitee”) to the fullest extent permitted by Maryland law, as now or hereafter in effect, but subject to the limitations expressly provided in the Charter or in the Bylaws, and such right to indemnification shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, that an Indemnitee shall not be indemnified and held harmless pursuant to this Section 8.1(b) if there has been a final and non-appealable judgment entered by an arbiter of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 8.1(b), the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided further, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any Indemnitee (or his or her heirs, executors or personal or legal representatives) pursuant to this Section 8.1(b) in connection with a proceeding (or part thereof) initiated by such Person unless such proceeding (or part thereof) was authorized or consented to by the Board. To the fullest extent permitted by Maryland law, as now or hereafter in effect, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to this Section 8.1(b) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Corporation prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Corporation of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 8.1(b). The indemnification, advancement of expenses and other provisions of this Section 8.1(b) shall be in addition to any other rights to which an Indemnitee may be entitled under the Charter, any agreement, pursuant to any vote of stockholders entitled to vote on such matter, pursuant to a vote of the Board, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. An Indemnitee shall not be denied indemnification in whole or in part under this Section 8.1(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the Charter or applicable law. The indemnification, advancement of expenses and other provisions of this Section 8.1(b) are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. The provisions of this Section 8.1(b) shall be applicable to all claims, demands, actions, suits or proceedings whether arising from acts or omissions to act occurring before or after its adoption. For purposes of this Section 8.1(b), Hospitality Properties Trust, a Maryland real estate investment trust, and The RMR Group LLC (“RMR LLC”) and The RMR Group Inc., together with their respective officers and directors, are each designated as Indemnitees.

(c) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and advance expenses to, and to obligate the Corporation to indemnify and advance expenses to, any Person, including, without

limitation, any Director, officer, employee or agent of the Corporation (including a predecessor of the Corporation).

Section 8.2 Indemnification of the Corporation. To the fullest extent permitted by Maryland law, as in effect from time to time, each stockholder will be liable to the Corporation (and any subsidiaries or Affiliates thereof) for, and indemnify and hold harmless the Corporation (and any subsidiaries or Affiliates thereof) from and against, all costs, expenses, penalties, fines or other amounts, including, without limitation, reasonable attorneys’ and other professional fees, whether third party or internal, arising from such stockholder’s breach of or failure to fully comply with any covenant, condition or provision of the Charter or the Bylaws, or any action by or against the Corporation (or any subsidiaries or Affiliates thereof) in which such stockholder is not the prevailing party, and shall pay such indemnitee such amounts on demand, together with interest on such amounts, which interest will accrue at the rate of interest provided in the Bylaws for indemnification amounts payable by a stockholder to any such indemnitee pursuant to this Section 8.2 or the Bylaws or if there are no Bylaws of the Corporation or if the Bylaws which may be in effect do not provide for a rate of interest for any such amounts then the rate of interest for such amounts shall be the lesser of 15% per annum compounded and the maximum amount permitted by law, in each case, from the date such costs or the like are incurred until the receipt of repayment by the indemnitee.

Section 8.3 Limitation of Liability. To the maximum extent that Maryland law, as in effect from time to time, permits limitation of the liability of Directors and officers of a corporation, no present or former Director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. The Corporation shall have the power, with the approval of the Board, to limit the liability of any other Person to the Corporation as may be set forth in the Bylaws or as otherwise determined by the Board from time to time.

Section 8.4 Amendment. No amendment, modification or repeal of this Article VIII (or any provision included herein) or any provision hereof, nor the adoption or amendment of any other provision of the Charter or the Bylaws inconsistent with this Article VIII, shall in any manner (a) terminate, reduce or impair the right of any past, present or future indemnitee to be indemnified by the Corporation, nor the obligations of the Corporation to indemnify any such indemnitee under and in accordance with the provisions of this Article VIII as in effect immediately prior to such amendment, modification, repeal or adoption with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification, repeal or adoption, regardless of when such claims may arise or be asserted, or (b) apply to or affect in any respect the applicability of Section 8.3 with respect to any act or failure to act which occurred prior to such amendment, modification, repeal or adoption.

ARTICLE IX

ARBITRATION

Section 9.1 Procedures for Arbitration of Disputes. Any disputes, claims or controversies brought by or on behalf of any stockholder (which, for purposes of this Article IX, shall mean any stockholder of record or any beneficial owner of shares of stock of the

Corporation, or any former stockholder of record or beneficial owner of shares of stock or other equity interests of the Corporation, including any predecessor entity), either on his, her or its own behalf, on behalf of the Corporation or on behalf of any holders of any series or class of shares of the Corporation against the Corporation or any Director, officer, manager (including The RMR Group LLC and The RMR Group Inc. or its or their successors), agent or employee of the Corporation, including disputes, claims or controversies relating to the application or enforcement of the Charter or the Bylaws (all of which are referred to as “Disputes”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute or Disputes be resolved through binding and final arbitration in accordance with the procedures and rules for arbitration prescribed by the Bylaws. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against Directors, officers or managers of the Corporation and class actions by stockholders against those individuals or entities and the Corporation. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. Notwithstanding the foregoing, (a) the provisions of this Article IX shall not apply to any request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of the Charter or the Bylaws, but such request shall be heard and determined by a court of competent jurisdiction and (b) in the event a Dispute involves both a question of the meaning, interpretation or validity of any provision of the Charter or the Bylaws and any other matter in dispute, the arbitration of such other matter in dispute, if dependent upon a determination of the meaning, interpretation or validity of any provision of the Charter or the Bylaws, shall be stayed until a final, non-appealable judgement regarding such meaning, interpretation or validity has been rendered by a court of competent jurisdiction.

Section 9.2 Award Final. The award or decision of the arbitrator(s), which in the case of an appeal in accordance with the procedures and rules for arbitration prescribed in the Bylaws is the decision rendered by an appeal tribunal, shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made, except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Section 9.3 Costs and Expenses. Except as otherwise set forth in the Charter, including Section 8.2, or the Bylaws, or agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Corporation’s award to the claimant or the claimant’s attorneys.

Section 9.4 Beneficiaries. This Article IX is intended to benefit and be enforceable by the stockholders, Directors, officers, managers (including The RMR Group LLC and The RMR Group Inc. or its or their successors), agents or employees of the Corporation and the Corporation and shall be binding on the stockholders and the Corporation, as applicable, and

shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

Section 9.5 Supplementary Provisions. The Board may, in its sole discretion, adopt such Bylaws as it deems necessary or appropriate to supplement or clarify the provisions of this Article IX.

ARTICLE X

MISCELLANEOUS

Section 10.1 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 10.2 Ambiguity. In the case of an ambiguity in the application of any provision of the Charter or any definition contained in the Charter, the Board shall have the sole power to determine the application of such provisions with respect to any situation based on the facts known to it and any such determination shall be final and binding.

Section 10.3 Construction. In the Charter, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of the Charter.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act as of the 30th day of July, 2019.

	/s/ Mark R. Young
	Mark R. Young
	Incorporator

[Signature Page to Maryland Charter]

EX-99.5 6 a19-16317_1ex99d5.htm EX-99.5

Exhibit 99.5

TRAVELCENTERS OF AMERICA INC.

BYLAWS

As Amended and Restated August 1, 2019

Table of Contents

			Page

ARTICLE I OFFICES			1
	Section 1.1	Offices	1

ARTICLE II MEETINGS OF STOCKHOLDERS			1

	Section 2.1	Place	1
	Section 2.2	Annual Meeting	1
	Section 2.3	Special Meetings	1
	Section 2.4	Notice of Regular or Special Meetings	3
	Section 2.5	Notice of Adjourned Meetings	3
	Section 2.6	Meeting Business	4
	Section 2.7	Organization of Stockholder Meetings	4
	Section 2.8	Quorum; Adjournment	4
	Section 2.9	Voting	5
	Section 2.10	Proxies	5
	Section 2.11	Voting of Stock by Certain Holders	5
	Section 2.12	Inspectors	5
	Section 2.13	Nominations and Other Proposals to be Considered at Meetings of Stockholders	6
	Section 2.14	Voting by Ballot	17
	Section 2.15	Proposals of Business Which are Not Proper Matters for Action by Stockholders	17

ARTICLE III DIRECTORS			17

	Section 3.1	General Powers; Qualifications; Directors Holding Over	17
	Section 3.2	Independent Directors and Managing Directors	17
	Section 3.3	Number and Tenure	18
	Section 3.4	Annual and Regular Meetings	18
	Section 3.5	Special Meetings	18
	Section 3.6	Notice	18
	Section 3.7	Quorum	19
	Section 3.8	Voting	19
	Section 3.9	Telephone Meetings	19
	Section 3.10	Action by Written Consent of Board of Directors	19
	Section 3.11	Waiver of Notice	19
	Section 3.12	Compensation	20
	Section 3.13	Surety Bonds	20
	Section 3.14	Reliance	20
	Section 3.15	Qualifying Shares of Stock Not Required	20
	Section 3.16	Emergency Provisions	20

ARTICLE IV COMMITTEES			21

	Section 4.1	Number; Tenure and Qualifications	21
	Section 4.2	Powers	21
	Section 4.3	Meetings	21
	Section 4.4	Telephone Meetings	21
	Section 4.5	Action by Written Consent of Committees	21
	Section 4.6	Vacancies	22

ARTICLE V OFFICERS			22

	Section 5.1	General Provisions	22
	Section 5.2	Removal and Resignation	22
	Section 5.3	Vacancies	22
	Section 5.4	Chief Executive Officer	22
	Section 5.5	President	22
	Section 5.6	Chief Operating Officer	23
	Section 5.7	Chief Financial Officer	23
	Section 5.8	Chairman of the Board	23
	Section 5.9	Vice Chairman of the Board	23
	Section 5.10	Vice Presidents	23
	Section 5.11	Secretary	23
	Section 5.12	Treasurer	24
	Section 5.13	Assistant Secretaries and Assistant Treasurers	24

ARTICLE VI CONTRACTS, CHECKS AND DEPOSITS			24

	Section 6.1	Contracts	24
	Section 6.2	Checks and Drafts	24
	Section 6.3	Deposits	24

ARTICLE VII STOCK			24

	Section 7.1	Certificates	24
	Section 7.2	Transfers	25
	Section 7.3	Lost Certificates	25
	Section 7.4	Fixing of Record Date	25
	Section 7.5	Stock Ledger	26
	Section 7.6	Fractional Shares of Stock; Issuance of Units	26

ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE			26

	Section 8.1	Actions Requiring Regulatory Compliance Implicating the Corporation	26
	Section 8.2	Compliance With Law	28
	Section 8.3	Limitation on Voting Shares of Stock or Proxies	28
	Section 8.4	Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies	28

ARTICLE IX RESTRICTIONS ON TRANSFER OF SHARES			28

	Section 9.1	Definitions	28
	Section 9.2	Transfer And Ownership Restrictions	30
	Section 9.3	Exceptions	30
	Section 9.4	Excess Securities	30
	Section 9.5	Modification of Remedies for Certain Indirect Transfers	31
	Section 9.6	Legal Proceedings; Prompt Enforcement	31
	Section 9.7	Liability	32
	Section 9.8	Obligation to Provide Information	32
	Section 9.9	Legend	32
	Section 9.10	Authority of Board of Directors	32
	Section 9.11	Transactions on a National Securities Exchange	33
	Section 9.12	Reliance	33
	Section 9.13	Benefits of this Article IX	33
	Section 9.14	Severability	33

	Section 9.15	Waiver	33
	Section 9.16	Conflict	33

ARTICLE X FISCAL YEAR			34

	Section 10.1	Fiscal Year	34

ARTICLE XI DIVIDENDS AND OTHER DISTRIBUTIONS			34

	Section 11.1	Dividends and Other Distributions	34

ARTICLE XII SEAL			34

	Section 12.1	Seal	34
	Section 12.2	Affixing Seal	34

ARTICLE XIII WAIVER OF NOTICE			34

	Section 13.1	Waiver of Notice	34

ARTICLE XIV AMENDMENT OF BYLAWS			35

	Section 14.1	Amendment of Bylaws	35

ARTICLE XV MISCELLANEOUS			35

	Section 15.1	References to Charter	35
	Section 15.2	Ratification	35
	Section 15.3	Ambiguity	35
	Section 15.4	Inspection of Bylaws	35
	Section 15.5	Special Voting Provisions relating to Control Shares	35

ARTICLE XVI ARBITRATION			36

	Section 16.1	Procedures for Arbitration of Disputes	36
	Section 16.2	Arbitrators	36
	Section 16.3	Place of Arbitration	37
	Section 16.4	Discovery	37
	Section 16.5	Awards	37
	Section 16.6	Costs and Expenses	37
	Section 16.7	Appeals	37
	Section 16.8	Final and Binding	38
	Section 16.9	Beneficiaries	38

ARTICLE XVII EXCLUSIVE FORUM FOR CERTAIN DISPUTES			38

	Section 17.1	Exclusive Forum	38

iii

TRAVELCENTERS OF AMERICA INC.

AMENDED AND RESTATED BYLAWS

These AMENDED AND RESTATED BYLAWS (these “Bylaws”) are made as of the date set forth above by the Board of Directors.

ARTICLE I

OFFICES

Section 1.1 Offices. The Board of Directors may establish and change the principal office or place of business of the Corporation at any time and may cause the Corporation to establish other offices or places of business in various jurisdictions.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Place. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting.

Section 2.2 Annual Meeting. An annual meeting of the stockholders for the election of directors of the Corporation (“Directors”) and the transaction of any business within the powers of the Corporation shall be called by the Board of Directors and shall be held on a date and at the time set by the Board of Directors. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid acts of the Corporation.

Section 2.3 Special Meetings.

(a) The chief executive officer of the Corporation, the president of the Corporation, the chairman of the board, if any, or a majority of the entire Board of Directors may call a special meeting of the stockholders, which meeting shall be held at such place, date and time as the chief executive officer, the president, the chairman or the Board of Directors, whichever has called the meeting, may designate.

(b) A special meeting of stockholders for a particular purpose and for particular matters to be acted on shall be called by the secretary upon the written request (each, a “Special Meeting Request”) of such percentage of stockholders (the “Special Meeting Percentage”) as provided in the Corporation’s charter (as the term “charter” is defined in the Maryland General Corporation Law as now or hereafter in force (the “MGCL”)) (as it may be amended and supplemented from time to time, the “Charter”), subject to and in accordance with the following provisions.

(i) Stockholders meeting the Special Meeting Percentage shall deliver to the secretary, by registered mail, return receipt requested, a Special Meeting Request. The

Special Meeting Request shall: (1) set forth the purpose of, and the matters to be acted upon at, the meeting; (2) bear the date of signature of each stockholder (or its agent duly authorized in writing) making the Special Meeting Request; (3) set forth the name and address, as they appear in the Corporation’s books, of each stockholder making the Special Meeting Request (or on behalf of which it is signed); (4) set forth the class, series and number of all shares of stock of the Corporation which are owned of record and beneficially by each stockholder making the Special Meeting Request (or on behalf of which it is signed); (5) set forth all information relating to each stockholder making the Special Meeting Request (or on behalf of which it is signed) and each matter proposed to be acted on at the meeting which would be required to be disclosed in connection with the solicitation of proxies for the election of Directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with a solicitation of proxies, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or traded; and (6) include all other documentation and set forth all other information required by Section 2.13. In addition, any stockholder(s) signing a Special Meeting Request (or on behalf of which it is signed) must comply with the ownership requirements set forth in Section 2.13.1(b)(ii)(A) and hold a certificate or certificates representing the aggregate number of shares of stock of the Corporation referenced therein as of the time the Special Meeting Request is sent, as of the Special Meeting Percentage Calculation Date (as defined in Section 2.3(b)(ii)), as of the Meeting Record Date (as defined in Section 2.3(c)) and as of the date of the applicable special meeting.

(ii) If the Board of Directors preliminarily determines that a Special Meeting Request meets the requirements of Section 2.3(b)(i) and appears to represent, in the aggregate, the Special Meeting Percentage (the date of such determination, the “Preliminary Determination Date”), the Board of Directors shall fix a record date (the “Special Meeting Percentage Calculation Date”) to make a final determination as to whether stockholders making the Special Meeting Request(s) satisfy the Special Meeting Percentage. The Special Meeting Percentage Calculation Date shall not precede and shall not be more than ten (10) days after the close of business on the date on which the resolution fixing the Special Meeting Percentage Calculation Date is adopted by the Board of Directors. If the Board of Directors fails to fix a Special Meeting Percentage Calculation Date within ten (10) days after the Preliminary Determination Date, then the close of business on the tenth (10th) day after the Preliminary Determination Date shall be the Special Meeting Percentage Calculation Date.

(iii) Upon a final determination by the Board of Directors that the Special Meeting Request(s) referenced in Section 2.3(b)(ii), together with any additional Special Meeting Request(s) received by the secretary prior to such determination being made that set forth the same purpose of, and matters to be acted on at, the meeting, represent, in the aggregate, the Special Meeting Percentage, which determination shall occur within ten (10) days after the Special Meeting Percentage Calculation Date (the “Final Determination Date”), the secretary shall inform the stockholders that are signatories to

such Special Meeting Request(s) of the reasonably estimated costs of preparing and mailing a notice of the meeting. Upon receipt by the secretary of payment of such reasonably estimated costs from or on behalf of the requesting stockholders, the secretary shall give notice of the meeting to all stockholders entitled to notice of the meeting, which notice shall state the purpose or purposes of the meeting and shall otherwise be in accordance with Section 2.4.

(c) A special meeting of stockholders called by the secretary pursuant to Section 2.3(b) shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and further, that if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Final Determination Date, the close of business on the thirtieth (30th) day after the Final Determination Date shall be the Meeting Record Date; and further, that if the Board of Directors fails to designate a date, time or place for such special meeting within ten (10) days after the Final Determination Date, such special meeting shall be held on the ninetieth (90th) day after the Meeting Record Date or, if such ninetieth (90th) day is not a business day, on the first (1st) business day preceding such ninetieth (90th) day, at 2:00 p.m. local time, at the principal executive office of the Corporation.

Section 2.4 Notice of Regular or Special Meetings. If and to the extent required by law, the secretary shall give to each stockholder of record entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by recognized national courier service, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means, including electronic delivery, permitted by the MGCL, the Exchange Act and any Stock Exchange Rule. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective to any stockholder at such address, unless a stockholder at such address objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 2.13.5(c)) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 2.5 Notice of Adjourned Meetings. It shall not be necessary to give notice of the date, time and place of any adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 2.6 Meeting Business. Except as otherwise expressly set forth elsewhere in these Bylaws, no business shall be transacted at an annual or special meeting of stockholders.

Section 2.7 Organization of Stockholder Meetings. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment, by the chairman of the board, if there be one, or, in the case of the absence of the chairman of the board, by a Managing Director in order of their seniority, or, in the absence of all of the Managing Directors, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there be one, the president, the vice presidents in order of their seniority or, in the absence of such officers, a chairperson chosen by the stockholders by the vote of holders of shares of common stock of the Corporation representing a majority of the votes cast on such appointment by stockholders present in person or represented by proxy. The secretary, an assistant secretary or a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairperson of the meeting shall act as secretary of the meeting and record the minutes of the meeting. If the secretary presides as chairperson at a meeting of the stockholders, then the secretary shall not also act as secretary of the meeting and record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the sole discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other persons as the chairperson of the meeting may determine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson may adjourn any meeting of stockholders for any reason deemed necessary by the chairperson, including, without limitation, if (i) no quorum is present for the transaction of the business, (ii) the Board of Directors or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information that the Board of Directors or the chairperson of the meeting determines has not been made sufficiently or timely available to stockholders or (iii) the Board of Directors or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Corporation. Unless otherwise determined by the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order.

Section 2.8 Quorum; Adjournment. If a quorum shall not be present at any meeting of stockholders, the chairperson of the meeting shall have the power to adjourn the meeting from time to time to a date not more than one hundred twenty (120) days after the record date for the meeting without the Corporation having to set a new record date or provide any additional notice

of such meeting, subject to any obligation of the Corporation to give notice pursuant to Section 2.5. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present, either in person or by proxy, at a meeting of stockholders which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders entitled to cast enough votes to leave less than a quorum then being present at the meeting.

Section 2.9 Voting. The vote required for any matter to be voted upon by the stockholders shall be as set forth in the Charter. There shall not be cumulative voting of the shares of common stock of the Corporation.

Section 2.10 Proxies. A stockholder may cast the votes entitled to be cast by him or her either in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy shall be filed with such officer of the Corporation or third party agent as the Board of Directors shall have designated for such purpose for verification prior to or at such meeting. Any proxy relating to shares of stock of the Corporation shall be valid until the expiration date therein or, if no expiration is so indicated, until the time permitted by the MGCL or as otherwise provided in the Charter or these Bylaws. At a meeting of stockholders, all questions concerning the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by or on behalf of the chairperson of the meeting, subject to Section 2.12.

Section 2.11 Voting of Stock by Certain Holders.

(a) Shares of stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted on its behalf by the president or a vice president, a general partner, managing member or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or pursuant to an agreement of the partners of the partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or other fiduciary may vote shares of stock of the Corporation registered in his or her name as such fiduciary, either in person or by proxy. Notwithstanding the apparent authority created by the prior two sentences of this Section 2.11, the Board of Directors or the chairperson of the meeting may require that such person acting for a corporation, partnership, trust or other entity provide documentary evidence of his or her authority to vote the shares and of the fact that the beneficial owner of the shares has been properly solicited and authorized such person to vote as voted, and in the absence of such satisfactory evidence, the Board of Directors or the chairperson may determine such votes have not been validly cast.

Section 2.12 Inspectors.

(a) Before or at any meeting of stockholders, the chairperson of the meeting may appoint one or more persons as inspectors for such meeting. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors or at the meeting by the chairperson of the meeting. Except as

otherwise provided by the chairperson of the meeting, such inspectors, if any, shall (i) ascertain and report the number of shares of stock of the Corporation represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairperson of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote and (v) perform such other acts as are proper to conduct the election or vote with fairness to all stockholders. In the absence of such a special appointment, the secretary may act as the inspector.

(b) Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares of stock of the Corporation represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.13 Nominations and Other Proposals to be Considered at Meetings of Stockholders. Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at meetings of stockholders may be properly brought before the meeting only as set forth in this Section 2.13. Nothing in this Section 2.13 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the SEC pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. All judgments and determinations made by the Board of Directors or the chairperson of the meeting, as applicable, under this Section 2.13 (including, without limitation, judgments and determinations as to the validity of a proposed nomination or a proposal of other business for consideration by stockholders) shall be final and binding unless determined by an arbitration panel or a court of competent jurisdiction to have been made in bad faith.

Section 2.13.1 Annual Meetings of Stockholders.

(a) Any stockholder of the Corporation may recommend to the Nominating and Governance Committee of the Board of Directors an individual as a nominee for election to the Board of Directors. Such recommendation shall be made by written notice to the chairperson of such committee and the secretary of the Corporation, which notice should contain or be accompanied by the information and documents with respect to such recommended nominee and stockholder that such stockholder believes to be relevant or helpful to the Nominating and Governance Committee’s deliberations. In considering such recommendation, the Nominating and Governance Committee may request additional information concerning the recommended nominee or the stockholder(s) making the recommendation. The Nominating and Governance Committee of the Board of Directors will consider any such recommendation in its discretion. Any stockholder seeking to make a nomination of an individual for election to the Board of Directors must make such nomination in accordance with Section 2.13.1(b)(ii).

(b) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be properly brought before the meeting (i) pursuant to the Corporation’s notice of meeting or otherwise properly brought before the meeting by or at the direction of the Board of Directors or (ii) by any one or more stockholders of the Corporation who (A) have each continuously owned (as defined below) shares of common stock of the Corporation entitled to vote in the election of

Directors or on a proposal of other business for at least three (3) years as of the date of the giving of the notice provided for in Section 2.13.1(c), the record date for determining the stockholders entitled to vote at the meeting and the time of the annual meeting (including any postponement or adjournment thereof), with the aggregate shares owned by such stockholder(s) as of each of such dates and during such three (3) year period representing at least three percent (3%) of the shares of common stock of the Corporation, (B) holds, or hold, a certificate or certificates representing the aggregate number of shares of common stock of the Corporation referenced in subclause (A) of this Section 2.13.1(b)(ii) as of the time of giving the notice provided for in Section 2.13.1(c), the record date for determining the stockholders entitled to vote at the meeting and the time of the annual meeting (including any postponement or adjournment thereof), (C) is, or are, entitled to make such nomination or propose such other business and to vote at the meeting on such election or proposal of other business and (D) complies, or comply, with the notice procedures set forth in this Section 2.13 as to such nomination or proposal of other business. For purposes of this Section 2.13, a stockholder shall be deemed to “own” or have “owned” only those outstanding shares of common stock of the Corporation to which the stockholder possesses both the full voting and investment rights pertaining to such shares and the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided, however, that the number of shares calculated in accordance with the foregoing shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed or (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell. Without limiting the foregoing, to the extent not excluded by the immediately preceding sentence, a stockholder’s “short position” as defined in Rule 14e-4 under the Exchange Act shall be deducted from the shares otherwise “owned.” A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of Directors or the proposal of other business and possesses the full economic interest in the shares. For purposes of this Section 2.13, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. For purposes of this Section 2.13, (1) the period of continuous ownership of shares must be evidenced by documentation accompanying the nomination or proposal and (2) for periods prior to the Effective Time, references in Section 2.14 to shares of common stock shall mean common shares of limited liability company interest in TravelCenters of America LLC. Whether outstanding shares of common stock of the Corporation are “owned” for purposes of this Section 2.13 shall be determined by the Board of Directors. Section 2.13.1(b)(ii) shall be the exclusive means for any stockholder to make nominations of individuals for election to the Board of Directors at an annual meeting.

(c) For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by one or more stockholders pursuant to this Section 2.13.1, such stockholder(s) shall have given timely notice thereof in writing to the secretary of the Corporation in accordance with this Section 2.13 and such other business shall otherwise be a proper matter for action by stockholders. To be timely, the notice of such stockholder(s) shall include all documentation and set forth all information required under this Section 2.13 and shall be delivered to the secretary at the principal executive offices of the Corporation not later than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) day nor earlier than the one hundred fiftieth (150th) day prior to the first (1st) anniversary of the date of the proxy statement

for the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or thirty (30) days later than the first (1st) anniversary of the date of the preceding year’s annual meeting, notice by such stockholder(s) to be timely shall be so delivered not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day following the earlier of the day on which (i) notice of the date of the annual meeting is mailed or otherwise made available or (ii) public announcement of the date of the annual meeting is first made by the Corporation. Neither the postponement or adjournment of an annual meeting, nor the public announcement of such postponement or adjournment, shall commence a new time period (or extend any time period) for the giving of a notice of one or more stockholders as described above. No stockholder may give a notice to the secretary described in this Section 2.13.1(c) unless such stockholder holds, at and during all times described in Section 2.13.1(b)(ii)(B), a certificate for all shares of common stock of the Corporation owned by such stockholder and a copy of each such certificate held by such stockholder at the time of giving such notice shall accompany such stockholder’s notice to the secretary in order for such notice to be effective; provided, however, that (x) the provisions of this sentence and subclause (B) of Section 2.13.1(b)(ii) shall be inapplicable unless stockholders are entitled to receive a certificate representing the shares of common stock of the Corporation owned by them, and (y) if clause (x) of this proviso is applicable, no stockholder may give a notice to the secretary of the Corporation described in this Section 2.13.1(c) unless each stockholder giving such notice is, at and during all times described in Section 2.13.1(b)(ii)(B), a stockholder of record of the shares of common stock of the Corporation referenced in subclause (A) of Section 2.13.1(b)(ii).

A notice of one or more stockholders pursuant to this Section 2.13.1(c) shall set forth:

(i) separately as to each individual whom such stockholder(s) propose to nominate for election or reelection as a Director (a “Proposed Nominee”), (1) the name, date of birth, business address, residence address and educational background of such Proposed Nominee, (2) the principal occupation or employment of such Proposed Nominee for the past five (5) years, (3) a statement of whether such Proposed Nominee is proposed for nomination as an Independent Director or a Managing Director and a description of such Proposed Nominee’s qualifications to be an Independent Director or Managing Director, as the case may be, and such Proposed Nominee’s qualifications to be a Director pursuant to the criteria set forth in Section 3.1, (4) the class, series and number of any shares of stock of the Corporation that are, directly or indirectly, beneficially owned or held of record by such Proposed Nominee, (5) a description of the material terms of each Derivative Transaction that such Proposed Nominee directly or indirectly, has an interest in, including, without limitation, the counterparties to each Derivative Transaction, the class or series and number or amount of securities of the Corporation to which each Derivative Transaction relates or provides exposure, and whether or not (x) such Derivative Transaction conveys any voting rights directly or indirectly, to such Proposed Nominee, (y) such Derivative Transaction is required to be, or is capable of being, settled through delivery of securities of the Corporation and (z) such Proposed Nominee and/or, to their knowledge, the counterparty to such Derivative Transaction has entered into other transactions that hedge or mitigate the economic effect of such Derivative Transaction, (6) a description of all direct and indirect compensation and other agreements, arrangements and understandings or any other relationships,

between or among any stockholder making the nomination, or any of its respective affiliates and associates, or others acting in concert therewith, on the one hand, and such Proposed Nominee, or his or her respective affiliates and associates, on the other hand, and (7) all other information relating to such Proposed Nominee that would be required to be disclosed in connection with a solicitation of proxies for election of the Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act, and the rules and regulations promulgated thereunder, or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or traded;

(ii) as to any other business that such stockholder(s) propose to bring before the meeting, (1) a description of such business, (2) the reasons for proposing such business at the meeting and any material interest in such business of such stockholder(s) or any Stockholder Associated Person (as defined in Section 2.13.1(g)), including any anticipated benefit to such stockholder(s) or any Stockholder Associated Person therefrom, (3) a description of all agreements, arrangements and understandings between such stockholder(s) and Stockholder Associated Person amongst themselves or with any other person or persons (including their names) in connection with the proposal of such business by such stockholder(s) and (4) a representation that such stockholder(s) intend to appear in person or by proxy at the meeting to bring the business before the meeting;

(iii) separately as to each stockholder giving the notice and any Stockholder Associated Person, (1) the class, series and number of all shares of common stock of the Corporation that are held of record by such stockholder or by such Stockholder Associated Person, if any, and (2) the class, series and number of, and the nominee holder for, any shares of stock of the Corporation that are beneficially owned, directly or indirectly, but not held of record by such stockholder or by such Stockholder Associated Person, if any;

(iv) separately as to each stockholder giving the notice and any Stockholder Associated Person, (1) a description of all purchases and sales of securities of the Corporation by such stockholder or Stockholder Associated Person during the period of continuous ownership required by Section 2.13.1(b)(ii)(A), including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, (2) a description of the material terms of each Derivative Transaction that such stockholder or Stockholder Associated Person, directly or indirectly, has, or during the period of continuous ownership required by Section 2.13.1(b)(ii)(A) had, an interest in, including, without limitation, the counterparties to each Derivative Transaction, the class or series and number or amount of securities of the Corporation to which each Derivative Transaction relates or provides exposure, and whether or not (x) such Derivative Transaction conveys or conveyed any voting rights, directly or indirectly, to such stockholder or Stockholder Associated Person, (y) such Derivative Transaction is or was required to be, or is or was capable of being, settled through delivery of securities of the Corporation and (z) such stockholder or Stockholder Associated Person and/or, to their knowledge, the counterparty to such Derivative

Transaction has or had entered into other transactions that hedge or mitigate the economic effect of such Derivative Transaction, (3) a description of the material terms of any performance related fees (other than an asset based fee) to which such stockholder or Stockholder Associated Person is entitled based on any increase or decrease in the value of shares of common stock of the Corporation or instrument or arrangement of the type contemplated within the definition of Derivative Transaction and (4) any rights to dividends or other distributions on the shares of common stock of the Corporation that are beneficially owned by such stockholder or Stockholder Associated Person that are separated or separable from the underlying shares of common stock of the Corporation;

(v) separately as to each stockholder giving the notice and any Stockholder Associated Person with a material interest described in subclause (ii)(2) above, an ownership interest described in subclause (iii) above or a transaction or right described in subclause (iv) above, (1) the name and address of such stockholder and Stockholder Associated Person and (2) all information relating to such stockholder and Stockholder Associated Person that would be required to be disclosed in connection with a solicitation of proxies for election of Directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or traded; and

(vi) to the extent known by the stockholder(s) giving the notice, the name and address of any other person who beneficially owns or holds of record any shares of common stock of the Corporation and who supports the nominee for election or reelection as a Director or the proposal of other business.

(d) A notice of one or more stockholders making a nomination or proposing other business pursuant to Section 2.13.1(b)(ii) shall be accompanied by a sworn verification of each stockholder making the nomination or proposal as to such stockholder’s continuous ownership of the shares referenced in subclause (A) of Section 2.13.1(b)(ii) throughout the period referenced in such subclause, together with (i) a copy of the stock certificate(s) referenced in subclause (B) of Section 2.13.1(b)(ii) above; (ii) if any such stockholder was not a stockholder of record of the shares referenced in subclause (A) of Section 2.13.1(b)(ii) above continuously for the three (3) year period referenced therein, reasonable evidence of such stockholder’s continuous beneficial ownership of such shares during such three (3) year period, such reasonable evidence may include, but shall not be limited to, (A) a copy of a report of the stockholder on Schedule 13D or Schedule 13G under the Exchange Act filed on or prior to the beginning of the three (3) year period and all amendments thereto, (B) a copy of a statement required to be filed pursuant to Section 16 of the Exchange Act (or any successor provisions) by a person who is a Director or executive officer or who is directly or indirectly the beneficial owner of more than ten percent (10%) of the shares of common stock of the Corporation filed on or prior to the beginning of the three (3) year period and all amendments thereto, or (C) written evidence that each stockholder making the nomination or proposal maintained throughout the chain of record and non-record ownership continuous ownership of such shares (i.e. possession of full voting and investment rights pertaining to, and full economic interest in, such shares) throughout the required period,

including written verification of such ownership from each person who was the “record” holder of such shares during such period (including, if applicable, the Depository Trust Company) and each participant of the Depository Trust Company, financial institution, broker-dealer or custodian through which the shares were owned; and (iii) with respect to nominations, (A) a completed and executed questionnaire (in the form available from the secretary of the Corporation) of each Proposed Nominee with respect to his or her background and qualification to serve as a Director, the background of any other person or entity on whose behalf the nomination is being made and the information relating to such Proposed Nominee and such other person or entity that would be required to be disclosed in connection with a solicitation of proxies for election of the Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 15 (or any successor provision) of the Exchange Act, and the rules and regulations promulgated thereunder, or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or traded, and (B) a representation and agreement (in the form available from the secretary of the Corporation) executed by each Proposed Nominee pursuant to which such Proposed Nominee (1) represents and agrees that he or she is not and will not become a party to any agreement, arrangement or understanding with, and does not have any commitment and has not given any assurance to, any person or entity, in each case that has not been previously disclosed to the Corporation, (x) as to how he or she, if elected as a Director, will act or vote on any issue or question, or (y) that could limit or interfere with his or her ability to comply, if elected as a Director, with his or her duties to the Corporation, (2) represents and agrees that he or she is not and will not become a party to any agreement, arrangement or understanding with any person or entity, other than the Corporation, with respect to any direct or indirect compensation, reimbursement or indemnification in connection with or related to his or her service as, or any action or omission in his or her capacity as, a Director that has not been previously disclosed to the Corporation, (3) represents and agrees that if elected as a Director, he or she will be in compliance with and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunity, confidentiality and share ownership and trading policies and guidelines of the Corporation and (4) consents to being named as a nominee and to serving as a Director if elected.

(e) Any stockholder(s) providing notice of a proposed nomination or other business to be considered at an annual meeting of stockholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.13 is true, complete and correct as of the record date for such annual meeting and as of a date that is ten (10) Business Days prior to such annual meeting, and any such update shall be delivered to the secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) Business Day after the record date (in the case of an update or supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) Business Day prior to the date of the annual meeting (in the case of an update or supplement required to be made as of ten (10) Business Days prior to the meeting).

(f) A stockholder making a nomination or proposal of other business for consideration at an annual meeting may withdraw the nomination or proposal at any time before such meeting. After the period specified in the second sentence of Section 2.13.1(c), a stockholder nomination or proposal of other business for consideration at an annual meeting may

only be amended with the permission of the Board of Directors. Notwithstanding anything in the second sentence of Section 2.13.1(c) to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement of such action at least one hundred thirty (130) days prior to the first (1st) anniversary of the date of the proxy statement for the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.13.1 also shall be considered timely, but only with respect to nominees for any new positions created by such increase, if such notice is delivered to the secretary at the principal executive offices of the Corporation not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day immediately following the day on which such public announcement is first made by the Corporation. If the number of the Directors to be elected to the Board of Directors is decreased, there shall be no change or expansion in the time period for stockholders to make a nomination from the time period specified in the second sentence of Section 2.13.1(c). Any change in time period for stockholders to make a nomination shall not change the time period to make any other proposal from the time period specified in the second sentence of Section 2.13.1(c).

(g) For purposes of this Section 2.13, (i) “Stockholder Associated Person” of any stockholder shall mean (A) any person acting in concert with, such stockholder, (B) any direct or indirect beneficial owner of shares of the Corporation and (C) any person controlling, controlled by or under common control with such stockholder or a Stockholder Associated Person; and (ii) “Derivative Transaction” by a person shall mean any (A) transaction in, or arrangement, agreement or understanding with respect to, any option, warrant, convertible security, stock appreciation right or similar right with an exercise, conversion or exchange privilege, or settlement payment or mechanism related to, any security of the Corporation, or similar instrument with a value derived in whole or in part from the value of a security of the Corporation, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise or (B) any transaction, arrangement, agreement or understanding which included or includes an opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person was, is or will be entitled to vote, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise.

Section 2.13.2 Stockholder Nominations or Other Proposals Causing Covenant Breaches or Defaults. At the same time as the submission of any stockholder nomination or proposal of other business to be considered at a stockholders meeting that, if approved and implemented by the Corporation, would cause the Corporation or any subsidiary (as defined in Section 2.13.5(c)) of the Corporation to be in breach of any covenant of the Corporation or any subsidiary of the Corporation or otherwise cause a default (in any case, with or without notice or lapse of time) in any existing debt instrument or agreement of the Corporation or any subsidiary of the Corporation or other material contract or agreement of the Corporation or any subsidiary of the Corporation, the proponent stockholder or stockholders shall submit to the secretary at the principal executive offices of the Corporation (a) evidence satisfactory to the Board of Directors of the lender’s or contracting party’s willingness to waive the breach of covenant or default or (b) a detailed plan for repayment of the indebtedness to the lender or curing the contractual breach or default and satisfying any resulting damage claim, specifically identifying the actions to be taken and the source of any funds, if necessary for such repayment, cure or satisfaction, which plan must be satisfactory to the Board of Directors in its

sole discretion, and evidence of the availability to the Corporation of substitute credit or contractual arrangements similar to the credit or contractual arrangements which are implicated by the stockholder nomination or other proposal that are at least as favorable to the Corporation, as determined by the Board of Directors in its discretion. As an example and not as a limitation, at the time these Bylaws are being adopted, the Corporation is party to a bank credit facility that contains covenants which prohibit certain changes in the management and policies of the Corporation without the approval of the lenders; accordingly, a stockholder nomination or proposal which implicates these covenants shall be accompanied by a waiver of these covenants duly executed by the banks or by evidence satisfactory to the Board of Directors of the availability of funding to the Corporation to repay outstanding indebtedness under this credit facility and of the availability of a new credit facility on terms as favorable to the Corporation as the existing credit facility. As a further example and not as a limitation, at the time these Bylaws are being adopted, the Corporation is party to lease and related agreements with Hospitality Properties Trust or its subsidiaries (“Hospitality Properties Trust”). Those agreements contain covenants which prohibit certain changes in the management and policies of the Corporation without the approval of Hospitality Properties Trust. Accordingly, a stockholder nomination or proposal which implicates these covenants shall be accompanied by a waiver of these covenants duly executed by the applicable Hospitality Properties Trust entity or by evidence satisfactory to the Board of Directors of the availability of alternative facilities for lease and operation by the Corporation on terms as favorable to the Corporation as the applicable arrangement and of funds for the payment by the Corporation of any amounts required under the applicable agreement or otherwise as a result of any breach or termination of the agreement with Hospitality Properties Trust.

Section 2.13.3 Stockholder Nominations or Other Proposals Requiring Governmental Action. If (a) submission of any stockholder nomination or proposal of other business to be considered at a stockholders meeting that could not be considered or, if approved, implemented by the Corporation without the Corporation, any subsidiary of the Corporation, the proponent stockholder, any Proposed Nominee of such stockholder, any Stockholder Associated Person of such stockholder, the holder of proxies or their respective affiliates or associates filing with or otherwise notifying or obtaining the consent, approval or other action of any federal, state, municipal or other governmental or regulatory body (a “Governmental Action”) or (b) such stockholder’s ownership of shares of stock of the Corporation or any solicitation of proxies or votes or holding or exercising proxies by such stockholder, any Proposed Nominee of such stockholder, any Stockholder Associated Person of such stockholder, or their respective affiliates or associates would require Governmental Action, then, at the same time as the submission of any stockholder nomination or proposal of other business to be considered at a stockholders meeting, the proponent stockholder or stockholders shall submit to the secretary at the principal executive offices of the Corporation (x) evidence satisfactory to the Board of Directors that any and all Governmental Action has been given or obtained, including, without limitation, such evidence as the Board of Directors may require so that any Proposed Nominee may be determined to satisfy any suitability or other requirements or (y) if such evidence was not obtainable from a governmental or regulatory body by such time despite the stockholder’s diligent and best efforts, a detailed plan for making or obtaining the Governmental Action prior to the election of any such Proposed Nominee or the implementation of such proposal, which plan must be satisfactory to the Board of Directors in its discretion. As an example and not as a limitation, at the time these Bylaws are being adopted, the Corporation holds a controlling

ownership position in a company formed and licensed as an insurance company in the State of Indiana. The laws of the State of Indiana have certain regulatory requirements for any person who seeks to control (as defined under Indiana law) a company which itself controls an insurance company domiciled in the State of Indiana, including by soliciting proxies representing ten percent (10%) or more of its voting securities. Accordingly, a stockholder who seeks to exercise proxies for a nomination or a proposal affecting the governance of the Corporation shall obtain any applicable approvals from the Indiana insurance regulatory authorities prior to exercising such proxies. Similarly, as a further example and not as a limitation, at the time these Bylaws are being adopted, the Corporation has a controlling ownership interest in gaming businesses located in Louisiana and in Nevada. Applicable Louisiana and Nevada law requires that a director be approved by the applicable state’s Gaming Control Board. Such approval process requires that any Proposed Nominee submit a detailed personal history and financial disclosures. Accordingly, a stockholder nomination shall be accompanied by evidence that the Proposed Nominee has been approved by the applicable Gaming Control Board to be a director, or if the applicable Gaming Control Board has not approved such an application, then the stockholder nomination shall be accompanied by a copy of completed personal history and financial disclosure forms of the Proposed Nominee as submitted or to be submitted to the applicable Gaming Control Board so that the Board of Directors may determine the likelihood that the Proposed Nominee will receive such approval.

Section 2.13.4 Special Meetings of Stockholders. Only business brought before the meeting pursuant to the Corporation’s notice of meeting may be considered at a special meeting of stockholders. Nominations of individuals for election to the Board of Directors only may be made at a special meeting of stockholders at which Directors are to be elected: (a) pursuant to the Corporation’s notice of meeting; (b) if the Board of Directors has determined that Directors shall be elected at such special meeting; or (c) if there are no Directors and the special meeting is called by the officers of the Corporation for the election of successor Directors; provided, however, that nominations of individuals to serve as Directors at a special meeting called in the manner set forth in subclauses (a) - (c) above for the purpose of electing one or more Directors may only be made by (1) the applicable Directors or officers of the Corporation who call the special meeting of stockholders for the purpose of electing one or more Directors or (2) any one or more stockholder(s) of the Corporation who (A) satisfy the ownership amount, holding period and certificate requirements set forth in Section 2.13.1(b)(ii), (B) have given timely notice thereof in writing to the secretary at the principal executive offices of the Corporation, which notice contains or is accompanied by the information and documents required by Section 2.13.1(c) and Section 2.13.1(d), (C) satisfy the requirements of Section 2.13.2 and Section 2.13.3 and (D) further update and supplement such notice in accordance with Section 2.13; provided further, that, for purposes of this Section 2.13.4, all references in Section 2.13.1, Section 2.13.2 and Section 2.13.3 to the annual meeting and to the notice given under Section 2.13.1 shall be deemed, for purposes of this Section 2.13.4, to be references to the special meeting and the notice given under this Section 2.13.4. To be timely, a stockholder’s notice under this Section 2.13.4 shall be delivered to the secretary of the Corporation at the principal executive offices of the Corporation not earlier than the one hundred fiftieth (150th) day prior to such special meeting and not later than 5:00 p.m. (Eastern Time) on the later of (i) the one hundred twentieth (120th) day prior to such special meeting or (ii) the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Neither

the postponement or adjournment of a special meeting, nor the public announcement of such postponement or adjournment, shall commence a new time period (or extend any time period) for the giving of a stockholder(s)’ notice as described above. No stockholder may give a notice to the secretary provided for in this Section 2.13.4 unless such stockholder satisfies subclause (B) of Section 2.13.1(b)(ii), and a copy of each certificate held by the stockholder shall accompany such stockholder’s notice to the secretary in order for such notice to be effective; provided, however, that (x) the certificate requirement of subclause (B) of Section 2.13.1(b)(ii) shall be inapplicable unless stockholders are entitled to receive a certificate representing the shares owned by them, and (y) if clause (x) of this proviso is applicable, no stockholder may give a notice to the secretary described in this Section 2.13.4 unless each stockholder giving such notice is, at the time such notice is given and through and including the time of the special meeting, a stockholder of record of the shares of common stock referenced in subclause (A) of Section 2.13.1(b)(ii).

Section 2.13.5 General.

(a) If information submitted pursuant to this Section 2.13 by any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall be deemed by the Board of Directors incomplete or inaccurate, any authorized officer or the Board of Directors or any committee thereof may treat such information as not having been provided in accordance with this Section 2.13. Any notice submitted by a stockholder pursuant to this Section 2.13 that is deemed by the Board of Directors inaccurate, incomplete or otherwise fails to satisfy completely any provision of this Section 2.13 shall be deemed defective and shall thereby render all proposals and nominations set forth in such notice defective. Upon written request by the secretary or the Board of Directors or any committee thereof (which may be made from time to time), any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall provide, within three (3) Business Days after such request (or such other period as may be specified in such request), (i) written verification, satisfactory to the secretary or any other authorized officer or the Board of Directors or any committee thereof, in his, her or its discretion, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2.13, (ii) written responses to information reasonably requested by the secretary, the Board of Directors or any committee thereof and (iii) a written update, to a current date, of any information submitted by the stockholder pursuant to this Section 2.13 as of an earlier date. If a stockholder fails to provide such written verification, information or update within such period, the secretary or any other authorized officer or the Board of Directors may treat the information which was previously provided and to which the verification, request or update relates as not having been provided in accordance with this Section 2.13; provided, however, that no such written verification, response or update shall cure any incompleteness, inaccuracy or failure in any notice provided by a stockholder pursuant to this Section 2.13. It is the responsibility of a stockholder who wishes to make a nomination or other proposal to comply with the requirements of Section 2.13; nothing in this Section 2.13.5(a) or otherwise shall create any duty of the Corporation, the Board of Directors or any committee thereof nor any officer of the Corporation to inform a stockholder that the information submitted pursuant to this Section 2.13 by or on behalf of such stockholder is incomplete or inaccurate or not otherwise in accordance with this Section 2.13 nor require the Corporation, the Board of Directors, any committee of the Board of Directors or any officer of the Corporation to request clarification or updating of information

provided by any stockholder, but the Board of Directors, a committee thereof or the secretary acting on behalf of the Board of Directors or a committee, may do so in its, his or her discretion.

(b) Only such individuals who are nominated in accordance with this Section 2.13 shall be eligible for election by stockholders as Directors and only such business shall be conducted at a meeting of stockholders as shall have been properly brought before the meeting in accordance with this Section 2.13. The chairperson of the meeting and the Board of Directors shall each have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.13 and, if any proposed nomination or other business is determined not to be in compliance with this Section 2.13, to declare that such defective nomination or proposal be disregarded.

(c) For purposes of this Section 2.13: (i) “public announcement” shall mean disclosure in (A) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or any other widely circulated news or wire service or (B) a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act; (ii) “subsidiary” shall include, with respect to a person, any corporation, partnership, joint venture or other entity of which such person (A) owns, directly or indirectly, ten percent (10%) or more of the outstanding voting securities or other interests or (B) has a person designated by such person serving on, or a right, contractual or otherwise, to designate a person, so to serve on, the board of directors (or analogous governing body); (iii) a person shall be deemed to “beneficially own” or “have beneficially owned” any shares of stock of the Corporation not owned directly by such person if that person or a group of which such person is a member would be the beneficial owner of such shares under Rule 13d-3 and Rule 13d-5 of the Exchange Act; and (iv) “Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the U.S. Government shall not be regarded as a Business Day.

(d) Notwithstanding the foregoing provisions of this Section 2.13, a stockholder shall also comply with all applicable legal requirements, including, without limitation, applicable requirements of state law and the Exchange Act and the rules and regulations thereunder, with respect to the matters set forth in this Section 2.13. Nothing in this Section 2.13 shall be deemed to require that a stockholder nomination of an individual for election to the Board of Directors or a stockholder proposal relating to other business be included in the Corporation’s proxy statement, except as may be required by law.

(e) The Board of Directors may from time to time require any individual nominated to serve as a Director to agree in writing with regard to matters of business ethics and confidentiality while such nominee serves as a Director, such agreement to be on the terms and in a form determined satisfactory by the Board of Directors, as amended and supplemented from time to time in the sole discretion of the Board of Directors. The terms of any such agreement may be substantially similar to the Code of Business Conduct and Ethics of the Corporation or any similar code promulgated by the Corporation or may differ from or supplement such Code.

(f) Determinations required or permitted to be made under this Section 2.13 by the Board of Directors may be delegated by the Board of Directors to a committee of the Board of Directors, subject to applicable law.

Section 2.14 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the chairperson of the meeting or any stockholder shall demand that voting be by ballot.

Section 2.15 Proposals of Business Which are Not Proper Matters for Action by Stockholders. Notwithstanding anything in these Bylaws to the contrary, subject to applicable law, any stockholder proposal for business the subject matter or effect of which would be within the exclusive purview of the Board of Directors shall be deemed not to be a matter upon which the stockholders are entitled to vote. The Board of Directors in its sole discretion shall be entitled to determine whether a stockholder proposal for business is not a matter upon which the stockholders are entitled to vote pursuant to this Section 2.15, and its decision shall be final and binding unless determined by an arbitration panel or a court of competent jurisdiction to have been made in bad faith.

ARTICLE III

DIRECTORS

Section 3.1 General Powers; Qualifications; Directors Holding Over. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall have the power and authority to appoint officers of the Corporation. A Director shall be an individual at least twenty-one (21) years of age who is not under legal disability. To qualify for nomination or election as a Director, an individual, at the time of nomination and election, shall, without limitation, (a) have substantial expertise or experience relevant to the business of the Corporation and its subsidiaries (as determined by the Board of Directors), (b) not have been convicted of a felony, (c) meet the qualifications of an Independent Director or a Managing Director, as the case may be, depending upon the position for which such individual may be nominated and elected and (d) have been nominated for election to the Board of Directors by the Board of Directors or in accordance with Section 2.13. In case of failure to elect Directors at an annual meeting of the stockholders, the incumbent Directors shall hold over and continue to serve as Directors until they may resign or until their successors are duly elected and qualify.

Section 3.2 Independent Directors and Managing Directors. A majority of the Directors holding office shall at all times be Independent Directors; provided, however, that upon a failure to comply with this requirement as a result of the creation of a temporary vacancy which shall be filled by an Independent Director, whether as a result of enlargement of the Board of Directors or the resignation, removal or death of a Director who is an Independent Director, such requirement shall not be applicable. An “Independent Director” is one who is not an employee of the Corporation or The RMR Group LLC (or its permitted successors or assigns under the Amended and Restated Business Management Agreement entered into between the Corporation and The RMR Group LLC, as the same may be in effect from time to time, “RMR LLC”), who is not involved in the Corporation’s day to day activities and who meets the qualifications of an independent director (not including the specific independence requirements applicable only to members of the Audit Committee of the Board of Directors) under Stock Exchange Rules and the applicable rules of the SEC, as those requirements may be amended from time to time. If the number of Directors, at any time, is set at less than five (5), at least one

(1) Director shall be a Managing Director. So long as the number of Directors shall be five (5) or greater, at least two (2) Directors shall be Managing Directors. “Managing Director” shall mean a director who has been an employee or officer of the Corporation or RMR LLC or involved in the day to day activities of the Corporation for at least one (1) year prior to his or her election. If at any time the Board of Directors shall not be comprised of a majority of Independent Directors, the Board of Directors shall take such actions as will cure such condition; provided that the fact that the Board of Directors does not have a majority of Independent Directors or has not taken such action at any time or from time to time shall not affect the validity of any action taken by the Board of Directors. If at any time the Board of Directors shall not be comprised of a number of Managing Directors as is required under this Section 3.2, the Board of Directors shall take such actions as will cure such condition; provided that the fact that the Board of Directors does not have the requisite number of Managing Directors or has not taken such action at any time or from time to time shall not affect the validity of any action taken by the Board of Directors.

Section 3.3 Number and Tenure. A majority of the entire Board of Directors may establish, increase or decrease the number of Directors, provided that, the number of Directors shall be at least three (3) and no more than seven (7), and provided, further, that the tenure of office of a Director shall not be affected by any decrease in the number of Directors. The number of Directors shall be five (5) until increased or decreased by the Board of Directors.

Section 3.4 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders, no notice other than this Bylaw being necessary. The date, time and place of the annual meeting of the Board of Directors may be changed by the Board of Directors. The Board of Directors may provide, by resolution, the date, time and place, either within or without the State of Maryland, for the holding of regular meetings of the Board of Directors without other notice than such resolution. In the event any such regular meeting is not so provided for, the meeting may be held at such date, time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 3.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the chairman of the board or on the written request to the secretary of the Corporation by a majority of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.6 Notice. Notice of any special meeting of the Board of Directors shall be given by written notice delivered personally or by electronic mail, telephoned, facsimile transmitted (with confirmation of transmission), overnight couriered (with proof of delivery) or mailed to each Director at his or her business or residence address. Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least twenty-four (24) hours prior to the meeting. Notice by mail shall be deposited in the U.S. mail at least seventy-two (72) hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail

address given to the Corporation by the Director. Telephone notice shall be deemed given when the Director is personally given such notice in a telephone call to which he or she is a party. Facsimile transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Corporation by the Director and receipt of a completed answer back indicating receipt. If sent by overnight courier, such notice shall be deemed given when delivered to the courier. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 3.7 Quorum. A majority of the Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such Directors are present at the beginning of a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to the Charter or these Bylaws, the vote of a majority of a particular group of Directors is required for action, a quorum for that action shall also include a majority of such group. The Directors present at a meeting of the Board of Directors which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of such number of Directors as would otherwise result in less than a quorum then being present at the meeting.

Section 3.8 Voting. The action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by the MGCL, the Charter or these Bylaws. If enough Directors have withdrawn from a meeting to leave fewer than are required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 3.9 Telephone Meetings. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Such meeting shall be deemed to have been held at a place designated by the Directors at the meeting.

Section 3.10 Action by Written Consent of Board of Directors. Unless specifically otherwise provided in the Charter, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each Director shall consent in writing or by electronic transmission to such action. Such written or electronic consent or consents shall be filed with the records of the Corporation and shall have the same force and effect as the affirmative vote of such Directors at a duly held meeting of the Board of Directors at which a quorum was present.

Section 3.11 Waiver of Notice. The actions taken at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present waives notice or consents to the holding of such

meeting. A Director’s approval, without objection, of the minutes of a meeting shall constitute his or her waiver of notice to such meeting.

Section 3.12 Compensation. Directors shall be entitled to receive such reasonable compensation for their services as Directors as the Board of Directors may determine from time to time. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof; and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Directors. Directors shall be entitled to receive remuneration for services rendered to the Corporation in any other capacity, and such services may include, without limitation, services as an officer or employee of the Corporation, services as an employee of any affiliate of the Corporation, services as a director, officer or employee of RMR LLC or its successor or affiliate, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a Director or any person affiliated with a Director.

Section 3.13 Surety Bonds. Unless specifically required by law, no Director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 3.14 Reliance. Each Director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation or by the advisers, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether any such adviser, accountant, appraiser or other expert or consultant may also be a Director.

Section 3.15 Qualifying Shares of Stock Not Required. Directors need not be stockholders of the Corporation.

Section 3.16 Emergency Provisions. Notwithstanding any other provision in the Charter or these Bylaws, this Section 3.16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors may be called by any Managing Director or officer of the Corporation by any means feasible under the circumstances, (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many Directors and by such means as it may be feasible at the time, including publication, television or radio and (c) the number of Directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 4.1 Number; Tenure and Qualifications. The Board of Directors shall appoint an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of these committees shall be composed of three (3) or more Directors, to serve at the pleasure of the Board of Directors. The Board of Directors may also appoint other committees from time to time composed of one or more Directors to serve at the pleasure of the Board of Directors. The Board of Directors shall adopt a charter with respect to the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, which charter shall specify the purposes, the criteria for membership and the responsibility and duties and may specify other matters with respect to each committee. The Board of Directors may also adopt a charter with respect to other committees.

Section 4.2 Powers. The Board of Directors may delegate any of the powers of the Board of Directors to committees appointed under Section 4.1 and composed solely of Directors, except as prohibited by law. In the event that a charter has been adopted with respect to a committee composed solely of Directors, the charter shall constitute a delegation by the Board of Directors of the powers of the Board of Directors necessary to carry out the purposes, responsibilities and duties of a committee provided in the charter or reasonably related to those purposes, responsibilities and duties, to the extent permitted by law.

Section 4.3 Meetings. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of any committee shall be present in person at any meeting of a committee in order to constitute a quorum for the transaction of business at a meeting, and the act of a majority present at a meeting at the time of a vote if a quorum has been established shall be the act of a committee. The Board of Directors or, if authorized by the Board in a committee charter or otherwise, the committee members may designate a chairman of any committee, and the chairman or, in the absence of a chairman, a majority of the members of any committee may fix the date, time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of absent or disqualified members.

Section 4.4 Telephone Meetings. Members of a committee may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.5 Action by Written Consent of Committees. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is signed by each member of the committee and such written or electronic consent is filed with the minutes of proceedings of such committee.

Section 4.6 Vacancies. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 5.1 General Provisions. The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. The officers of the Corporation shall include a chief executive officer, a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief financial officer, a chief operating officer, one or more vice presidents (who may be further classified by such descriptions as “executive,” “senior,” “assistant,” or otherwise, as the Board of Directors shall determine), one or more assistant secretaries and one or more assistant treasurers. The officers of the Corporation shall be elected from time to time as the Board of Directors considers appropriate. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, resignation or removal in the manner hereinafter provided. Any number of offices may be held by the same individual. Election of an officer shall not of itself create contract rights between the Corporation and such officer.

Section 5.2 Removal and Resignation. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby and such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chief executive officer, the president or the secretary. Any resignation shall take effect at any time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 5.3 Vacancies. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 5.4 Chief Executive Officer. Subject to the control of the Board of Directors, the chief executive officer shall have the powers and duties usually vested in a chief executive officer, including management and control of all of the business, affairs and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities, and shall have such other powers and duties as may be prescribed by the Board of Directors from time to time.

Section 5.5 President. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer and in general shall perform all responsibilities and duties incident to the

office of the president and such other responsibilities and duties as may be prescribed by the chief executive officer or the Board of Directors from time to time.

Section 5.6 Chief Operating Officer. The Board of Directors may designate a chief operating officer from among the elected officers. Said officer will have the responsibilities and duties usually vested in a chief operating officer and shall have such other responsibilities and duties as may be prescribed by the chief executive officer or the Board of Directors from time to time.

Section 5.7 Chief Financial Officer. The Board of Directors may designate a chief financial officer from among the elected officers. Said officer will have the responsibilities and duties usually vested in a chief financial officer and shall have such other responsibilities and duties as may be prescribed by the chief executive officer or the Board of Directors from time to time.

Section 5.8 Chairman of the Board. The Board of Directors may elect one of its members as chairman of the board. If elected, the chairman of the board shall have such powers and duties as are designated in the Charter, these Bylaws and as may be prescribed by the Board of Directors from time to time. The chairman of the board, if any, and if present and acting, shall preside at all meetings of the Board of Directors and of stockholders, unless otherwise directed by the Board of Directors. If the Board of Directors does not elect a chairman or if the chairman is absent from the meeting, the chief executive offer, if present and a Director, or any other Director chosen by the Board of Directors, shall preside.

Section 5.9 Vice Chairman of the Board. The Board of Directors may elect one of its members as vice chairman of the board. The vice chairman of the board will have the responsibilities and duties as may be prescribed by the Board of Directors from time to time.

Section 5.10 Vice Presidents. In the absence or unavailability of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers and duties of and be subject to all the restrictions upon the president; and shall have such other responsibilities and duties as may be prescribed to such vice president by the chief executive officer, the president or the Board of Directors from time to time. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 5.11 Secretary. Except as the Board of Directors may otherwise provide, the secretary (or his or her designee) shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, if any; and (d) maintain a share register, showing the ownership and transfers of ownership of all shares of stock of the Corporation, unless a transfer agent is employed to maintain and does maintain such a share register. The secretary shall have such

other duties as may be prescribed to the secretary by the chief executive officer or the Board of Directors from time to time.

Section 5.12 Treasurer. Except as the Board of Directors may otherwise provide, the treasurer shall (a) have general charge of the financial affairs of the Corporation; (b) have or oversee in accordance with Section 6.3 the custody of the funds, securities and other valuable documents of the Corporation; (c) maintain or oversee the maintenance of proper financial books and records of the Corporation; and (d) have the powers and duties usually vested in a treasurer and as may be assigned to the treasurer by the chief executive officer, or the Board of Directors from time to time.

Section 5.13 Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, president or the Board of Directors from time to time.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 6.1 Contracts. The Board of Directors may authorize any Director, officer or agent to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person.

Section 6.2 Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as the Board of Directors, the chief executive officer, the president, the chief financial officer, the treasurer or any other officer designated by the Board of Directors may determine.

Section 6.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, the treasurer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 7.1 Certificates. Ownership of shares of any class of stock of the Corporation shall be represented by certificates, or, at the election of a stockholder, in book entry form. Unless otherwise determined by the Board of Directors, any such certificates shall be signed by the chief executive officer, the president, the chief operating officer, the chief financial officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Corporation. The signatures may be either manual or facsimile. Certificates shall be consecutively numbered and if the

Corporation shall from time to time issue several classes of stock, each class may have its own number series. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

Section 7.2 Transfers.

(a) Shares of stock of the Corporation shall be transferable in the manner provided by applicable law, the Charter and these Bylaws; provided, that, to the fullest extent permitted by law, any transfer or purported transfer of shares of stock of the Corporation not made in accordance with applicable law, the Charter or these Bylaws shall be null and void.

(b) The Corporation shall be entitled to treat the holder of record of any shares or other securities of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares or other securities on the part of any other person, regardless of whether the Corporation shall have actual or other notice thereof, except as otherwise provided by applicable law, the Charter or these Bylaws.

Section 7.3 Lost Certificates. For shares of stock of the Corporation represented by certificates, any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in such officer’s discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 7.4 Fixing of Record Date.

(a) The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

(b) If no record date is fixed, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which notice of meeting is mailed or the thirtieth (30th) day before the meeting, whichever is the closer date to the meeting; and (ii) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Board of Directors authorizing the dividend or allotment of rights is adopted.

(c) When a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been set as provided in this section, such record date

shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 7.5 Stock Ledger. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent a stock ledger containing the name and address of each stockholder and the number of shares of each class of stock of the Corporation held by such stockholder.

Section 7.6 Fractional Shares of Stock; Issuance of Units. The Board of Directors may issue fractional shares of stock of the Corporation or provide for the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision in the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued as part of a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period, securities of the Corporation issued as part of such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

REGULATORY COMPLIANCE AND DISCLOSURE

Section 8.1 Actions Requiring Regulatory Compliance Implicating the Corporation. If any stockholder (whether individually or constituting a group, as determined by the Board of Directors), by virtue of such stockholder’s ownership interest in the Corporation or actions taken by the stockholder affecting the Corporation, triggers the application of any requirement or regulation of any federal, state, municipal or other governmental or regulatory body on the Corporation or any subsidiary (for purposes of this Article VIII, as defined in Section 2.13.5(c)) of the Corporation or any of their respective businesses, assets or operations, including, without limitation, any obligations to make or obtain a Governmental Action (as defined in Section 2.13.3), such stockholder shall promptly take all actions necessary and fully cooperate with the Corporation to ensure that such requirements or regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of the Corporation or any subsidiary of the Corporation. If the stockholder fails or is otherwise unable to promptly take such actions so to cause satisfaction of such requirements or regulations, the stockholder shall promptly divest a sufficient number of shares of stock of the Corporation necessary to cause the application of such requirement or regulation to not apply to the Corporation or any subsidiary of the Corporation. If the stockholder fails to cause such satisfaction or divest itself of such sufficient number of shares of stock of the Corporation by not later than the tenth (10th) day after triggering such requirement or regulation referred to in this Section 8.1, then any shares of the Corporation beneficially owned by such stockholder at and in excess of the level triggering the application of such requirement or regulation shall, to the fullest extent permitted by law, be deemed to constitute shares of the Corporation in excess of the Ownership Limit (as defined in Section 6.1 of the Charter) and be subject to Article VI of the Charter and any actions triggering the application of such a requirement or regulation may be deemed by the Corporation to be of no force or effect. Moreover, if the stockholder who triggers

the application of any regulation or requirement fails to satisfy the requirements or regulations or to take curative actions within such ten (10) day period, the Corporation may take all other actions which the Board of Directors deems appropriate to require compliance or to preserve the value of the Corporation’s assets; and the Corporation may charge the offending stockholder for the Corporation’s costs and expenses as well as any damages which may result to the Corporation.

As an example and not as a limitation, at the time these Bylaws are being adopted, the Corporation holds a controlling interest in gaming businesses in Louisiana and Nevada. Louisiana law provides that any person who owns five percent (5%) or more of gaming businesses in Louisiana shall provide detailed personal history and financial information and be found suitable by the Louisiana Gaming Control Board. Under certain circumstances, an “institutional investor,” as defined under Louisiana gaming law, may be presumed suitable or qualified upon submitting documentation sufficient to establish qualifications as an institutional investor as provided under Louisiana gaming law. Nevada gaming law provides that any person who beneficially owns more than five percent (5%) of any class of voting securities of the Corporation must report such ownership to the Nevada Gaming Commission and any person who beneficially owns more than ten percent (10%) of any class of voting securities of the Corporation must apply for, be investigated by, and obtain relevant approvals and findings of suitability from the Nevada Gaming Commission. Under certain circumstances, an “institutional investor,” as defined under Nevada gaming law, which acquires not more than twenty-five percent (25%) of any class of the Corporation’s voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. Further, upon request of the Nevada Gaming Commission, any person holding any of the Corporation’s securities may be required to apply to the Nevada Gaming Commission for a determination of suitability. If a person who is required or requested to file for a determination of suitability with respect to the Corporation and refuses to provide the Corporation with information required to be submitted to applicable gaming regulatory authority, or if the Louisiana Gaming Control Board or the Nevada Gaming Commission, as applicable, declines to approve such person’s holding Corporation securities, then, in either event, the Corporation securities held by such person may be deemed to be securities in excess of the Ownership Limit and subject to the provisions of Article VI of the Charter. Copies of the forms required to be submitted to the Louisiana Gaming Control Board and the Nevada Gaming Commission, as applicable, may be obtained by request directed to the secretary of the Corporation.

As a further example and not as a limitation, at the time these Bylaws are being adopted, the Corporation holds a controlling ownership position in a company formed and licensed as an insurance company in the State of Indiana. The laws of the State of Indiana have certain regulatory requirements for any person who seeks to control (as defined under Indiana law) a company which itself controls an insurance company domiciled in the State of Indiana, including by exercising proxies representing ten percent (10%) or more of the Corporation’s voting securities. Accordingly, if a stockholder seeks to exercise proxies for a matter to be voted upon at a meeting of the Corporation’s stockholders without having obtained any applicable approvals from the Indiana insurance regulatory authorities, such proxies representing ten percent (10%) or more of the Corporation’s voting securities will, subject to Section 8.3, be void and of no further force or effect.

Section 8.2 Compliance With Law. Stockholders shall comply with all applicable requirements of federal and state laws, including all rules and regulations promulgated thereunder, in connection with such stockholder’s ownership interest in the Corporation and all other laws which apply to the Corporation or any subsidiary of the Corporation or their respective businesses, assets or operations and which require action or inaction on the part of the stockholder.

Section 8.3 Limitation on Voting Shares of Stock or Proxies. Without limiting the provisions of Section 8.1, if a stockholder (whether individually or constituting a group, as determined by the Board of Directors), by virtue of such stockholder’s ownership interest in the Corporation or its receipt or exercise of proxies to vote shares owned by other stockholders, would not be permitted to vote the stockholder’s shares of the Corporation or proxies for shares of the Corporation in excess of a certain amount pursuant to applicable law (including by way of example, applicable state insurance regulations) but the Board of Directors determines that the excess shares or shares represented by the excess proxies are necessary to obtain a quorum, then such stockholder shall not be entitled to vote any such excess shares or proxies, and instead such excess shares or proxies may, to the fullest extent permitted by law, be voted by the Corporation’s applicable management services provider (or by another person designated by the Board of Directors) in proportion to the total shares otherwise voted on such matter.

Section 8.4 Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies. To the fullest extent permitted by law, any representation, warranty or covenant made by a stockholder with any governmental or regulatory body in connection with such stockholder’s interest in the Corporation or any subsidiary of the Corporation shall be deemed to be simultaneously made to, for the benefit of and enforceable by, the Corporation and any applicable subsidiary of the Corporation.

ARTICLE IX

RESTRICTIONS ON TRANSFER OF SHARES

Section 9.1 Definitions. As used in this Article IX, the following terms have the following meanings (and any references to any portions of Treasury Regulation Sections 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions):

(a) “5-percent Stockholder” means a Person or group of Persons that is a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(g).

(b) “5-percent Transaction” means any Transfer described in clause (a) or (b) of Section 9.2.

(c) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the rulings issued thereunder.

(d) “Corporation Security” or “Corporation Securities” means (i) shares of common stock of the Corporation, (ii) shares of preferred stock of the Corporation (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and

1.382-4) to purchase Securities issued by the Corporation, and (iv) any Shares not included within the preceding clauses (i) through (iii) of this definition.

(e) “Effective Date” means November 9, 2009.

(f) “Excess Securities” has the meaning given such term in Section 9.4.

(g) “Expiration Date” means the earlier of (i) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Article IX is no longer necessary for the preservation of Tax Benefits, (ii) the beginning of a taxable year of the Corporation to which the Board of Directors determines that no Tax Benefits may be carried forward, or (iii) such date as the Board of Directors shall fix in accordance with Section 9.10.

(h) “Grandfathered Owner” has the meaning given such term in Section 9.2.

(i) “Percentage Share Ownership” means the percentage Share Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation Sections 1.382-2T(g), (h), (j) and (k) and 1.382-4.

(j) “Person” means any individual, firm, corporation, company, limited liability company, partnership, joint venture, estate, trust, or other legal entity, including a group of persons treated as an entity pursuant to Treasury Regulation Section 1.382-3(a)(1)(i).

(k) “Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

(l) “Public Group” has the meaning set forth in Treasury Regulation Section 1.382-2T(f)(13), excluding any “direct public group” with respect to the Corporation, as that term is used in Treasury Regulation Section 1.382-2T(j)(2)(ii).

(m) “Purported Transferee” has the meaning set forth in Section 9.4.

(n) “Securities” and “Security” each has the meaning set forth in Section 9.5.

(o) “Shares” means any interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(f)(18).

(p) “Share Ownership” means any direct or indirect ownership of Shares, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code and the Treasury Regulations.

(q) “Tax Benefits” means the net operating loss carryforwards, capital loss carryforwards, general business credit carryforwards, alternative minimum tax credit carryforwards and foreign tax credit carryforwards, as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any direct or indirect subsidiary thereof, within the meaning of Section 382 of the Code.

(r) “Transfer” means, any direct or indirect (by operation of law or otherwise) sale, transfer, assignment, conveyance, pledge, devise or other disposition or other action taken by a Person, other than the Corporation, that alters the Percentage Share Ownership of any Person. A Transfer also shall include the creation or grant of an option (including an

option within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant by the Corporation of an option to purchase securities of the Corporation, nor shall a Transfer include the issuance of Shares by the Corporation.

(s) “Transferee” means any Person to whom Corporation Securities are Transferred.

(t) “Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

Section 9.2 Transfer And Ownership Restrictions. From and after the Effective Date, any attempted Transfer of Corporation Securities prior to the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date shall be prohibited and void ab initio to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (a) any Person or Persons would become a 5-percent Stockholder or (b) the Percentage Share Ownership of any 5-percent Stockholder would be increased. Any 5-percent Stockholder as of the Effective Date (the “Grandfathered Owner”) shall not be required, solely as a result of the adoption of this Article IX and the occurrence of the Effective Date, pursuant to this Article IX, to reduce or dispose of any Corporation Securities owned by such Grandfathered Owner as of the Effective Date and none of such Corporation Securities owned by such Grandfathered Owner as of the Effective Date shall be deemed, solely as a result of the adoption of this Article IX and the occurrence of the Effective Date, to be Excess Securities; provided, however, that such Grandfathered Owner may not acquire any additional Corporation Securities at any time such Grandfathered Owner remains a 5-percent Stockholder and, upon such Grandfathered Owner no longer being a 5-percent Stockholder, the provisions of this Article IX shall apply in their entirety to such Grandfathered Owner.

Section 9.3 Exceptions.

(a) Notwithstanding anything to the contrary herein, Transfers to a Public Group (including a new Public Group created under Treasury Regulation Section 1.382-2T(j)(3)(i)) shall be permitted.

(b) The restrictions set forth in Section 9.2 shall not apply to an attempted Transfer that is a 5-percent Transaction if the transferor or the Transferee obtains the written approval of the Board of Directors. The Board of Directors may impose conditions in connection with such approval, including, without limitation, restrictions on the ability or right of any Transferee to Transfer Shares acquired through a Transfer. Approvals of the Board of Directors hereunder may be given prospectively or retroactively.

Section 9.4 Excess Securities.

(a) No employee or agent of the Corporation shall record any Prohibited Transfer in the share register for the Corporation, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited

Transfer (the “Excess Securities”). The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders, including, without limitation, the right to vote such Excess Securities or to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to constitute shares of the Corporation in excess of the Ownership Limit (as defined in Section 6.1 of the Charter) and be subject to Article VI of the Charter. Any Transfer of Excess Securities in accordance with the provisions of this Article IX shall cease to be Excess Securities upon consummation of such Transfer.

(b) The Corporation may require as a condition to the registration of the Transfer of any Corporation Securities in the share register of the Corporation or the payment of any distribution on any Corporation Securities that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to its direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its employees or agents as may be determined by the Board of Directors to be necessary or advisable to implement this Article IX, including, without limitation, authorizing its employees or agents to require, as a condition to registering any Transfer in the share register of the Corporation, an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of shares and other evidence that a Transfer will not be prohibited by this Article IX.

Section 9.5 Modification of Remedies for Certain Indirect Transfers. In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Maryland law (“Securities,” and individually, a “Security”) but which would cause a 5-percent Stockholder to violate a restriction on Transfers provided for in this Article IX, a sufficient amount of Securities of such 5-percent Stockholder and/or any Person whose ownership of Securities is attributed to such 5-percent Stockholder shall be deemed to be Excess Securities and shall be treated as provided in Section 9.4, including, without limitation, being deemed to constitute shares of the Corporation in excess of the Ownership Limit (as defined in Section 6.1 of the Charter) and be subject to Article VI of the Charter. For the avoidance of doubt, no such 5-percent Stockholder shall be required, pursuant to this Section 9.5, to dispose of any interest that is not a Security. The purpose of this Section 9.5 is to extend the restrictions in Section 9.2 to situations in which there is a 5-percent Transaction without a direct Transfer of Securities, and this Section 9.5, along with the other provisions of this Article IX, shall be interpreted to produce the same results, with such differences as the context requires or as determined by the Board of Directors, as a direct Transfer of Corporation Securities.

Section 9.6 Legal Proceedings; Prompt Enforcement. The Board of Directors may authorize such additional actions, beyond those provided for or contemplated by this Article IX, to give effect to or in furtherance of the provisions of this Article IX. Nothing in this Section 9.6 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this Article IX being void ab initio, (b) preclude the Corporation in the sole discretion of the Board of Directors from immediately bringing legal proceedings without a prior demand, or (c) cause any failure of the Corporation to act within any particular time period to constitute a waiver or loss of any right of the Corporation under this Article IX.

Section 9.7 Liability. To the fullest extent permitted by law and without limiting any other remedies of the Corporation and related matters provided elsewhere in these Bylaws or in the Charter, any stockholder subject to the provisions of this Article IX who knowingly violates the provisions of this Article IX and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability or right to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

Section 9.8 Obligation to Provide Information. As a condition to the registration of the Transfer of any Shares in the share register for the Corporation, any Person who is a beneficial, legal or record holder of Shares, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may request from time to time in order to determine compliance with this Article IX or the status of the Tax Benefits of the Corporation.

Section 9.9 Legend. Unless otherwise provided by the Board of Directors, each certificate or account statement representing Shares (or securities exercisable for or convertible into Shares) shall bear a legend with respect to the restrictions contained in this Article IX in such form as shall be prescribed by the Board of Directors. Instead of the foregoing legend, the certificate or account statement may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge.

Section 9.10 Authority of Board of Directors.

(a) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article IX, including, without limitation, (i) the identification of 5-percent Stockholders, (ii) whether a Transfer is a 5-percent Transaction or a Prohibited Transfer, (iii) the Percentage Share Ownership of any 5-percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the application of Section 9.4, including, without limitation, the application of Article VI of the Charter to Excess Securities, and Section 9.5, and (vi) any other matters which the Board of Directors determines to be relevant; and the determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article IX.

(b) Nothing contained in this Article IX shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, the Board of Directors may, by adopting a written resolution, (i) accelerate or extend the Expiration Date, (ii) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article IX, (iii) modify the definitions of any terms set forth in this Article IX or (iv) modify the terms of this Article IX as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise. Stockholders may be notified of such determination through a filing with the SEC or such other method of notice as the Board of Directors may determine. All actions, calculations,

interpretations and determinations which are done or made by the Board of Directors shall be conclusive and binding on the Corporation and all other parties for all other purposes of this Article IX.

(c) The Board of Directors may delegate all or any portion of its duties and powers under this Article IX to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article IX through duly authorized officers or agents of the Corporation.

Section 9.11 Transactions on a National Securities Exchange. Nothing in this Article IX shall preclude the settlement of any transaction entered into through the facilities of a national securities exchange or any automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article IX and any transferor and transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article IX.

Section 9.12 Reliance. For purposes of determining the existence, identity and amount of any Corporation Securities owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Exchange Act (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

Section 9.13 Benefits of this Article IX. Nothing in this Article IX shall be construed to give to any Person, other than the Corporation and the Charitable Trustee (as defined in the Charter), any legal or equitable right, remedy or claim under this Article IX. This Article IX shall be for the sole and exclusive benefit of the Corporation and the Charitable Trustee.

Section 9.14 Severability. If any provision of this Article IX or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article IX.

Section 9.15 Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation under this Article IX, (a) no waiver will be effective unless authorized by the Board of Directors and expressly contained in a writing signed by the Corporation; and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

Section 9.16 Conflict. If there shall be any conflict between the provisions of this Article IX or the application thereof and the provisions of Article VI of the Charter or the application thereof to the matters addressed in this Article IX, as contemplated by this Article IX, the provisions of this Article IX and the application thereof shall control.

ARTICLE X

FISCAL YEAR

Section 10.1 Fiscal Year. The fiscal year of the Corporation shall be a fiscal year ending December 31 or as otherwise determined by the Board of Directors.

ARTICLE XI

DIVIDENDS AND OTHER DISTRIBUTIONS

Section 11.1 Dividends and Other Distributions. Subject to the preferential rights of any additional classes or series of shares authorized by the Board of Directors, the holders of shares of common stock of the Corporation shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation, out of the assets of the Corporation which are by law available therefor, distributions payable either in cash, in property or in securities of the Corporation.

ARTICLE XII

SEAL

Section 12.1 Seal. The Board of Directors may authorize the adoption of a seal by the Corporation. The Board of Directors may authorize one or more duplicate seals.

Section 12.2 Affixing Seal. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XIII

WAIVER OF NOTICE

Section 13.1 Waiver of Notice. Whenever any notice is required to be given pursuant to the Charter, these Bylaws or applicable law, 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 to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice or waiver by electronic transmission, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

Section 14.1 Amendment of Bylaws. These Bylaws may be amended or repealed or new or additional Bylaws may be adopted only by the vote of a majority of the Board of Directors at a meeting at which a quorum is present or by the unanimous written consent of the Board of the Directors.

ARTICLE XV

MISCELLANEOUS

Section 15.1 References to Charter. All references to the Charter shall include any amendments and supplements thereto.

Section 15.2 Ratification. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.

Section 15.3 Ambiguity. In the case of an ambiguity in the application of any provision of these Bylaws or any definition contained in these Bylaws, the Board of Directors shall have the sole power to determine the application of such provisions with respect to any situation based on the facts known to it and such determination shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

Section 15.4 Inspection of Bylaws. The Board of Directors shall keep at the principal office for the transaction of business of the Corporation the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the stockholders at all reasonable times during office hours.

Section 15.5 Special Voting Provisions relating to Control Shares. Notwithstanding any other provision contained in the Charter or these Bylaws, Title 3, Subtitle 7 of the MGCL shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 15.5 may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE XVI

ARBITRATION

Section 16.1 Procedures for Arbitration of Disputes. Any disputes, claims or controversies brought by or on behalf of any stockholder (which, for purposes of this Article XVI, shall mean any stockholder of record or any beneficial owner of shares of stock of the Corporation, or any former stockholder of record or beneficial owner of shares of stock or other equity interests of the Corporation, including its any predecessor entity), either on his, her or its own behalf, on behalf of the Corporation or on behalf of holders of any series or class of shares of stock of the Corporation against the Corporation or any Director, officer, manager (including RMR LLC), agent or employee of the Corporation, including any disputes, claims or controversies relating to the application or enforcement of the Charter or these Bylaws (all of which are referred to as “Disputes”) or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Article XVI. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against Directors, officers or managers of the Corporation and class actions by stockholders against those individuals or entities and the Corporation. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. Notwithstanding the foregoing, (a) the provisions of this Article XVI shall not apply to any request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of the Charter or these Bylaws, but such request shall be heard and determined by a court of competent jurisdiction; and (b) in the event a Dispute involves both a question of the meaning, interpretation or validity of any provision of the Charter or these Bylaws and any other matter in dispute, the arbitration of such other matter in dispute, if dependent upon a determination of the meaning, interpretation or validity of any provision of the Charter or these Bylaws, shall be stayed until a final, non-appealable judgment regarding such meaning, interpretation or validity has been rendered by a court of competent jurisdiction.

Section 16.2 Arbitrators. There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the parties. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator, then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the

second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

Section 16.3 Place of Arbitration. The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

Section 16.4 Discovery. There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

Section 16.5 Awards. In rendering an award or decision (an “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or Award shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. An Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary Award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 16.7, each party against which an Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of such Award or such other date as such Award may provide.

Section 16.6 Costs and Expenses. Except as otherwise set forth in the Charter or these Bylaws, including Section 8.2 of the Charter, or as otherwise agreed by the parties thereto, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an Award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Corporation’s Award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

Section 16.7 Appeals. Any Award, including but not limited to any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). An Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, Section 16.6 shall apply to any appeal pursuant to this Section 16.7 and the

appeal tribunal shall not render an Award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.

Section 16.8 Final and Binding. Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 16.7, an Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon an Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any Award, except for actions relating to enforcement of any Award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Section 16.9 Beneficiaries. This Article XVI is intended to benefit and be enforceable by the stockholders, Directors, officers, managers (including The RMR Group Inc. or its successor and RMR LLC), agents or employees of the Corporation and the Corporation and shall be binding on the stockholders and the Corporation, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

ARTICLE XVII

EXCLUSIVE FORUM FOR CERTAIN DISPUTES

Section 17.1 Exclusive Forum. The Circuit Court for Baltimore City, Maryland shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a duty owed by any Director, officer, manager, agent or employee of the Corporation to the Corporation or the stockholders, (3) any action asserting a claim against the Corporation or any Director, officer, manager, agent or employee of the Corporation arising pursuant to Maryland law or the Charter or these Bylaws, including any disputes, claims or controversies brought by or on behalf of any stockholder (which, for purposes of this Article XVI, shall mean any stockholder of record or any beneficial owner of any class or series of shares of stock of the Corporation, or any former holder of record or beneficial owner of any class or series of shares of stock of the Corporation), either on his, her or its own behalf, on behalf of the Corporation or on behalf of any series or class of shares of stock of the Corporation or stockholders against the Corporation or any Director, officer, manager, agent or employee of the Corporation, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of the Charter or these Bylaws, including this Article XVI, or (4) any action asserting a claim against the Corporation or any Director, officer, manager, agent or employee of the Corporation governed by the internal affairs doctrine of the State of Maryland. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XVI. This Article XVI shall not abrogate or supersede any other

provision of the Charter or these Bylaws which may require the resolution of such disputes by arbitration.