Form 8-K

8-K — KULR Technology Group, Inc.

Accession: 0001104659-26-049843

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001662684

SIC: 3670 (ELECTRONIC COMPONENTS & ACCESSORIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2612908d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2612908d1_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2612908d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-04-28

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 28, 2026

KULR

TECHNOLOGY GROUP, INC.

(Exact

name of the registrant as specified in its charter)

Delaware

001-40454

81-1004273

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

555

Forge River Road, Suite 100, Webster,

Texas 77598

(Address of principle executive offices) (Zip

code)

Registrant’s telephone number, including

area code: (408) 663-5247

N/A

(Former name or 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 (see General

Instruction A.2. below):

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class:

Trading Symbol(s)

Name of each exchange

on which registered:

Common

Stock

KULR

NYSE

American LLC

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

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

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2026, the holder of a majority

of the outstanding aggregate voting stock of KULR Technology Group, Inc. (the “Company” or “KULR”), acting

by consent in lieu of a stockholder meeting under Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”),

voted to (i) remove Dr. Joanna Massey, Donna Grier, Aron Schwartz, and Shawn Canter from the board of directors of the Company

effective immediately and (ii) elect Benjamin Andrew Frank and Dr. Michael Philip Kimel as members of the board of directors

of the Company to serve until the next annual meeting of stockholders of the Company or until their successors have been duly elected

and qualified, effective immediately (collectively, the “Action”).

Benjamin Andrew Frank, age 56, has served as Director

of Workforce AI Solution Engineering of Microsoft Corporation since August 2013. Mr. Frank is responsible for leading pre-sales

technical teams supporting large enterprise customers deploying AI-driven platforms, with a focus on asset-intensive industries, including

energy. Mr. Frank’s role has evolved across the Modern Workforce technologies and industry segments he supports during

his tenure at Microsoft, while maintaining the same leadership title and scope of responsibility. Mr. Frank holds a Bachelor of Science

degree in Mechanical Engineering from the University of California, Santa Barbara.

Dr. Michael Philip Kimel, age 56, has served

as Founder and Chief Executive Officer of Pricimetrics, Inc., a pricing and analytics firm, since July 2019. Dr. Kimel

is responsible for overseeing the Company’s strategic direction, pricing and analytics solutions, and financial performance initiatives.

Previously, Dr. Kimel served as Senior Vice President of Pricing and Analytics at OmniSource United from 2018 to 2019. Prior to that,

he served as Senior Director of Pricing and Market Analytics at Toyo Tire Holdings of Americas Inc. from 2014 to 2018. Earlier in his

career, Dr. Kimel held various pricing, analytics, and strategy roles, including positions at Sears Holdings Corporation, FirstEnergy

Corporation, and Alltel Communications. Dr. Kimel holds a Ph.D. in Economics from the University of California, Los Angeles.

There are no arrangements or understandings between

Mr. Frank or Dr. Kimel, respectively, and any other person pursuant to which he was elected as a director. There are no family

relationships between Mr. Frank or Dr. Kimel, respectively, and any director or executive officer of the Company, and he has

no material, direct or indirect, interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In addition, the Action authorized the amendment

and restatement in their entirety of the by-laws of the Company, effective immediately (as adopted, the “Amended and Restated By-laws”).

A copy of the Amended and Restated By-laws is

attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On April 28, 2026, the Company issued a press

release announcing the Action. A copy of the press release is furnished herewith as Exhibit 99.1.

By filing this Current Report on Form 8-K

and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report

that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, press releases,

and various social media channels, including its Twitter account (twitter.com/kulrtech), its LinkedIn account (linkedin.com/company/kulr-technology-corporation),

its Facebook account (facebook.com/KULRTechnology), its TikTok account (tiktok.com/Kulr_tech), its Instagram account (instagram.com/Kulr_tech),

and its YouTube account (youtube.com/channel/UC3wZBPINQd51N6p35Mo5uQg), as additional means of disclosing public information to investors,

the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated

in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and

others interested in the Company to review the business and financial information that the Company posts on its website, disseminates

in press releases and on the social media channels identified above, as such information could be deemed to be material information.

The information in this Item 7.01 disclosure,

including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition,

the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the

Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Forward Looking Statements

This Current Report on Form 8-K and the press

release furnished as Exhibit 99.1 hereto contain “forward-looking” statements. Such statements can be identified by,

among other things, the use of forward-looking language such as the words “believe,” “goal,” “may,”

“will,” “intend,” “expect,” “anticipate,” “estimate,” “project,”

“would,” “could” or words with similar meaning or the negatives of these terms or by the discussion of strategy

or intentions. The forward-looking statements in this current report and the press release include express or implied statements regarding

the Action, among others. Such forward-looking statements are subject to a number of risks and uncertainties that could cause KULR’s

actual results to differ materially from those discussed here, such as risks inherent with manufacturing and commercializing battery products,

along with those other risk factors detailed in KULR’s filings with the Securities and Exchange Commission. These forward-looking

statements involve assumptions, estimates, and uncertainties that reflect current internal projections, expectations or beliefs. There

can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from

those anticipated in such statements. All forward-looking statements contained in this Current Report on Form 8-K and in the press

release furnished as Exhibit 99.1 hereto are qualified in their entirety by these cautionary statements and the risk factors described

above. Furthermore, all such statements are made as of the date of this Current Report on Form 8-K and KULR assumes no obligation

to update or revise these statements unless otherwise required by law.

Item 9.01

Exhibits

Exhibit

No.

Description

3.1

Amended and Restated By-laws of KULR Technology Group, Inc.

99.1

Press Release dated April 28, 2026

104

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SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto

duly authorized.

KULR TECHNOLOGY GROUP, INC.

Date: April 28, 2026

By:

/s/ Michael Mo

Michael Mo

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2612908d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

KULR TECHNOLOGY GROUP, INC.

April 28,

2026

ARTICLE I

Offices

Section 1.01         Registered

Office. The registered office of KULR Technology Group, Inc. (the “Corporation”) will be as set forth in

the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”).

Section 1.02         Other

Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the

Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

ARTICLE II

Meetings of the Stockholders

Section 2.01         Place

of Meetings; Meetings by Remote Communications.

(a)           Place

of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware,

or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the

notice of meeting.

(b)           Meetings

by Remote Communications. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures

as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means

of remote communication: (i) participate in a meeting of stockholders, and (ii) be deemed present in person and vote at a meeting

of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication; provided that (A) the

Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means

of remote communication is a stockholder or proxyholder; (B) the Corporation shall implement reasonable measures to provide such

stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,

including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if

any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or

other action shall be maintained by the Corporation.

Section 2.02         Annual

Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may

properly come before the meeting in accordance with these by-laws shall be held at such date, time, and place, if any, as shall be determined

by the Board of Directors and stated in the notice of the meeting.

Section 2.03         Special

Meetings.

(a)           Purpose.

Special meetings of stockholders for any purpose or purposes shall be called only:

(i)            by

the Board of Directors or the Chair of the Board (as defined in Section 3.17); or

(ii)           by

the Secretary (as defined in Section 4.01), following receipt of one or more written demands to call a special meeting of the stockholders

in accordance with, and subject to, this Section 2.03 from stockholders of record who own, in the aggregate, at least 50% of the

voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed

special meeting.

(b)           Notice.

A request to the Secretary shall be delivered to the Secretary at the Corporation’s principal executive offices and signed by each

stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

(i)            a

brief description of each matter of business desired to be brought before the special meeting;

(ii)           the

reasons for conducting such business at the special meeting;

(iii)          the

text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered

and in the event that such business includes a proposal to amend these by-laws, the language of the proposed amendment); and

(iv)          the

information required in Section 2.12(b) of these by-laws (for stockholder nomination demands) or Section 2.12(c) of

these by-laws (for all other stockholder proposal demands), as applicable.

Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request;

provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any

special meeting requested by stockholders.

(d)           Time

and Date. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board of Directors;

provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special

meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if:

(i)            the

Board of Directors has called or calls for an annual or special meeting of the stockholders to be held within 90 days after the Secretary

receives the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes

(among any other matters properly brought before the meeting) the business specified in the request;

(ii)           the

stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law;

(iii)          an

identical or substantially similar item (a “Similar Item”) was presented at any meeting of stockholders held within

90 days prior to the receipt by the Secretary of the request for the special meeting (and, for purposes of this Section 2.03(d)(iii),

the election of directors shall be deemed a Similar Item with respect to all items of business involving the election or removal of directors);

(iv)          the

special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as

amended and the rules and regulations promulgated thereunder (the “Exchange Act”).

(e)           Revocation.

A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the Corporation’s

principal executive offices, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate

less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board of Directors,

in its discretion, may cancel the special meeting.

Section 2.04         Adjournments.

Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place,

if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication,

if any, are provided in accordance with applicable law. At the adjourned meeting, the Corporation may transact any business which might

have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be

given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders

entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and

shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date

fixed for notice of the adjourned meeting.

Section 2.05         Notice

of Meetings. Notice of the place (if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting

(if such date is different from the record date for stockholders entitled to notice of the meeting), and means of remote communication,

if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting

(unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining

the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which

the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled

thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed

to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may

be given effectively to stockholders, any such notice may be given by electronic transmission in accordance with applicable law. Notice

of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall

attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting

shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06         List

of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders

(provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date

of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical

order, and showing the address of each stockholder and the number of shares of capital stock of the Corporation registered in the name

of each stockholder no later than the tenth day before each meeting of the stockholders. Such list shall be open to the examination of

any stockholder, for any purpose germane to the meeting for a period of ten days ending on the day before the meeting date: (a) on

a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the

notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as provided

by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine

the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07         Quorum.

Unless otherwise required by law, the Certificate of Incorporation, or these by-laws, at each meeting of the stockholders, thirty-three

and one-third percent (33 1/3%) voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented

by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders,

then either (a) the chair of the meeting or (b) the stockholders by the affirmative vote of the holders of a majority of the

voting power of the stock present in person or represented by proxy at the meeting entitled to vote thereon, shall have power to adjourn

the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum,

once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned

meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08         Organization.

The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as

it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in their absence or inability to act, the

Chief Executive Officer (as defined in Section 4.01), or, in their absence or inability to act, the officer or director whom the

Board of Directors shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in the Secretary’s absence

or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting.

Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting

of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as,

in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether

adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following:

(a)           the

establishment of an agenda or order of business for the meeting;

(b)           the

determination of when the polls shall open and close for any given matter to be voted on at the meeting;

procedures for maintaining order at the meeting and the safety of those present;

(d)           limitations

on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted

proxies, or such other persons as the chair of the meeting shall determine;

(e)           restrictions

on entry to the meeting after the time fixed for the commencement thereof; and

(f)            limitations

on the time allotted to questions or comments by participants.

Section 2.09         Voting;

Proxies.

(a)           General.

Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote,

in person or by proxy, for each share of capital stock held by such stockholder.

(b)           Election

of Directors. Unless otherwise required by the Certificate of Incorporation, the election of directors shall be by written ballot.

If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic

transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can

be determined that the electronic transmission was authorized by the stockholder or proxy holder. Unless otherwise required by law, the

Certificate of Incorporation, or these by-laws, the election of directors shall be decided by a majority of the votes cast with respect

to a nominee at a meeting of the stockholders for the election of directors, at which a quorum is present, by the holders of stock entitled

to vote in the election; provided, however, that, if the Secretary receives a notice that a stockholder has nominated a person

for election to the Board of Directors in compliance with the advance notice or proxy access requirements for stockholder nominees for

director set forth in Section 2.12 or Section 2.13 of these by-laws and (ii) such nomination has not been withdrawn by

such stockholder on or prior to the tenth day preceding the date the Corporation gives notice of such meeting, directors shall be elected

by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders, at which a quorum is present,

held to elect directors and entitled to vote on such election of directors. For purposes of this Section 2.09(b), a majority of

the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such

nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the

nominee shall not be elected. The Nominating & Corporate Governance Committee has established procedures under which a director

standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to

receive a majority of the votes cast. If an incumbent director who is standing for reelection does not receive a majority of the votes

cast, the Nominating & Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept

or reject the resignation, or whether other action should be taken. The Board of Directors will act on the committee’s recommendation

and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

The director who fails to receive a majority vote will not participate in the committee’s recommendation or the Board of Directors’

decision.

Matters. Unless otherwise required by law, the Certificate of Incorporation, or these by-laws, any matter, other than the election

of directors, properly brought before any meeting of stockholders, at which a quorum is present, shall be decided by the affirmative

vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

(d)           Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by

proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

The authorization of a person to act as proxy may be documented, signed, and delivered in accordance with Section 116 of the General

Corporation Law of the State of Delaware (the “DGCL”) provided that such authorization shall set forth, or be delivered

with, information enabling the corporation to determine the identity of the stockholder granting such authorization. A proxy shall be

irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support

an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by

delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Any stockholder soliciting proxies from other

stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 2.10         Inspectors

at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board of Directors shall, appoint one or more inspectors,

who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board

of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or

alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

Each inspector, before entering upon the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute

the duties of inspector with strict impartiality and according to the best of their ability. The inspector or inspectors may appoint

or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity

and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as

is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When

executing the duties of inspector, the inspector or inspectors shall:

(a)           ascertain

the number of shares outstanding and the voting power of each;

(b)           determine

the shares represented at the meeting and the validity of proxies and ballots;

all votes and ballots;

(d)           determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(e)           certify

their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section 2.11         Fixing

the Record Date.

(a)           In

order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the

date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders

entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on

or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors,

the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business

on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding

the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders

shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the

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

entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled

to vote therewith at the adjourned meeting.

(b)           In

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for

the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If

no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day

on which the Board of Directors adopts the resolution relating thereto.

Section 2.12         Advance

Notice of Stockholder Nominations and Proposals.

(a)           Annual

Meetings. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business

shall be conducted as shall have been properly brought before the meeting. Except for nominations that are included in the Corporation’s

annual meeting proxy statement pursuant to Section 2.13, to be properly brought before an annual meeting, nominations or such other

business must be:

(i)            specified

in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii)           otherwise

properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

(iii)          otherwise

properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice

of meeting is delivered and at the time of the annual meeting of stockholders, who is entitled to vote at the meeting, and who complies

with the notice procedures set forth in this Section 2.12.

In addition, any

proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder

action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder

pursuant to Section 2.12(a)(iii), the stockholder or stockholders of record intending to propose the business (the “Proposing

Stockholder”) must have given timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even

if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely,

a Proposing Stockholder’s notice for an annual meeting must be delivered to the Secretary at the principal executive offices of

the Corporation: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day,

in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than

30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of

the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, including in the event

that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting

and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of

business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no event will the adjournment

or postponement of an annual meeting (or the public announcement thereof) for which notice has already been given or for which a public

announcement of the meeting date has already been made, commence a new notice time period (or extend any notice time period) for the

giving of a stockholder’s notice as described above. For the purposes of this Section 2.12 and Section 2.13, “Public

Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press,

or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission (“SEC”)

pursuant to Section 13, 14, or 15(d) of the Exchange Act. The number of nominees a Proposing Stockholder may nominate for election

at an annual meeting (or in the case of a Proposing Stockholder giving the notice on behalf of a beneficial owner, the number of nominees

a Proposing Stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number

of directors to be elected by stockholders generally at such annual meeting.

(b)           Stockholder

Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or

Section 2.12(d), a Proposing Stockholder’s timely notice to the Secretary (in accordance with the time periods for delivery

of timely notice as set forth in this Section 2.12) shall set forth or include:

(i)            the

name, age, business address, and residence address of each nominee proposed in such notice;

(ii)           the

principal occupation or employment of each such nominee;

(iii)          the

class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any);

(iv)          such

other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election

of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be

disclosed, under Section 14(a) of the Exchange Act;

(v)           a

written questionnaire with respect to the background, qualification, and independence of such proposed nominee, completed and executed

by such proposed nominee, in the form to be provided by the Secretary upon written request of any stockholder of record within 10 days

of such request, and a written statement and agreement executed by each such nominee acknowledging that such person:

(A)          consents

to being named as a nominee in the proxy statement and form of proxy relating to the meeting at which directors are to be elected and

to serving as a director if elected,

(B)          intends

to serve as a director for the full term for which such person is standing for election, and

the following representations: (1) that the director nominee has read and agrees to adhere to the Corporation’s Code of Ethics,

and any other of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading,

and (2) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with, and has

not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will

act or vote on any nomination or other business proposal, issue, or question (a “Voting Commitment”) that has not

been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply,

if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, and (3) that the director

nominee 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 such person’s nomination

for director or service as a director of the Corporation (“Compensation Arrangement”) that has not been disclosed

to the Corporation; and

(vi)           as

to the Proposing Stockholder, the beneficial owner, if any on whose behalf the nomination or other business proposal is being made, and

if such Proposing Stockholder or beneficial owner is an entity, as to each director, executive, managing member, or control person of

such entity (any such individual or control person, a “control person”):

(A)           the

name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on

whose behalf the nomination or other business proposal is being made,

(B)           the

class and number of shares of the Corporation which are owned as of the date of the Proposing Stockholder’s notice by the Proposing

Stockholder (beneficially and of record), the beneficial owner, if any, on whose behalf the nomination or other business proposal is

being made, and any control person, and a representation that the Proposing Stockholder will notify the Corporation in writing of the

class and number of such shares owned of record and beneficially by the Proposing Stockholder, the beneficial owner, and any control

person as of the record date for the meeting within five business days after the record date for such meeting,

description of any agreement, arrangement, or understanding with respect to such nomination or other business proposal between or among

the Proposing Stockholder, the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and

any control person; including without limitation (1) any agreements that would be required to be disclosed pursuant to Item 5 or

Item 6 of Schedule 13D under the Exchange Act and (2) any plans or proposals which relate to or would result in any action that

would be required to be disclosed pursuant to Item 4 of Schedule 13D under the Exchange Act (in each case, regardless of whether the

requirement to file a Schedule 13D under the Exchange Act is applicable), and a representation that the Proposing Stockholder will notify

the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within

five business days after the record date for such meeting,

(D)           a

description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options,

warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has

been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder, the beneficial

owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person, whether or not such instrument

or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to

mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder,

beneficial owner, or any of control person with respect to shares of stock of the Corporation, and a representation that the Proposing

Stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date

for the meeting within five business days after the record date for such meeting,

(E)           a

representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and

intends to appear in person at the meeting (or a qualified representative thereof intends to appear in person at the meeting) to nominate

the person or persons specified in the notice or propose such other business proposal,

(F)           a

representation whether the Proposing Stockholder, the beneficial owner, if any, on whose behalf the nomination or other business proposal

is being made, any control person, or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage

in a solicitation with respect to such nomination or other business proposal and, if so, the name of each participant in such solicitation;

and a statement: (1) confirming whether, the stockholder, beneficial owner, or any control person intends, or is part of a group

that (x) in the case of a nomination, intends to solicit proxies or votes in support of such director nominees or nomination in

accordance with Rule 14a-19 under the Exchange Act, including but not limited to, delivering a proxy statement and form of proxy

and soliciting at least the percentage of the voting power of all of the shares of the stock of the Corporation required under applicable

law to elect the nominee, and (y) in the case of a business proposal, intends to deliver a proxy statement and form of proxy and

solicit at least the percentage of voting power of all of the shares of stock of the Corporation required under applicable law to approve

the proposal; and (2) whether or not any such stockholder, beneficial owner, or any control person intends to otherwise solicit

proxies from stockholders in support of such nomination or other business proposal,

(G)            the names and

addresses of other stockholders (including beneficial and record owners and control persons) known by the Proposing Stockholder to support

financially the nomination or other business proposal, and to the extent known, the class and number of all shares of the Corporation’s

capital stock owned beneficially or of record by such other stockholders (including beneficial and record owners and control persons),

and

(H)            any

other information relating to such Proposing Stockholder and beneficial owner, if any, on whose behalf the nomination or other business

proposal is being made, and any control person that is required to be disclosed in a proxy statement or other filings required to be made

in connection with solicitations of proxies for, as applicable, the business proposal and/or for the election of directors in an election

contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated

thereunder.

The Corporation may require any proposed

nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve

as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence,

or lack thereof, of such nominee.

Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s timely notice to the Secretary

(in accordance with the time periods for delivery of timely notice as set forth in this Section 2.12) shall set forth as to each

matter the Proposing Stockholder proposes to bring before the annual meeting:

(i)            a

brief description of the business desired to be brought before the annual meeting;

(ii)           the

reasons for conducting such business at the annual meeting;

(iii)          the

text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business

includes a proposal to amend these by-laws, the language of the proposed amendment);

(iv)          any

substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such Proposing Stockholder,

beneficial owner, if any, on whose behalf the business is being proposed, and any control person;

(v)           any

other information relating to such Proposing Stockholder, beneficial owner, if any, on whose behalf the proposal is being made, any control

person or any other participants (as defined in Item 4 of Schedule 14A under the Exchange Act) required to be disclosed in a proxy statement

or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with

Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

(vi)          a

description of all agreements, arrangements, or understandings between or among such stockholder, the beneficial owner, if any, on whose

behalf the proposal is being made, and any control person and any other person or persons (including their names) in connection with the

proposal of such business and any material interest of such stockholder, beneficial owner, or any control person, in such business, including

any anticipated benefit therefrom to such stockholder, beneficial owner, or control person; and

(vii)         all

of the other information required by Section 2.12(b)(vi) above.

(d)           Special

Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be

made at a special meeting of stockholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s

notice of meeting:

(i)            by

or at the direction of the Board of Directors or any committee thereof; or

(ii)            provided

that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who

is a stockholder of record at the time the notice provided for in this Section 2.12(d) is delivered to the Secretary and at

the time of the special meeting of stockholders, who is entitled to vote at the meeting, and upon such election and who complies with

the notice procedures set forth in this Section 2.12.

In the event the Corporation

calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder

entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as

specified in the Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the

requirements of Section 2.12(b) to the Secretary at the principal executive offices of the Corporation not earlier than the

close of business on the 120th day prior to such special meeting and not later than the close of business on the later of: (x) the

90th day prior to such special meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date

of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall an adjournment

or postponement (or the public announcement thereof) commence a new time period (or extend any notice time period) for the giving of a

stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at a special meeting (or

in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for

election at the special meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders

generally at such special meeting.

(e)           Effect

of Noncompliance.

(i)            Only

such persons who are nominated in accordance with the procedures set forth in this Section 2.12 or Section 2.13 shall be eligible

to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted

at a meeting as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12. The chair of

the meeting, as determined pursuant to Section 2.08, shall have the power and duty 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 the procedures set forth

in this Section 2.12. If any proposed nomination was not made or proposed in compliance with this Section 2.12, or other business

was not made or proposed in compliance with this Section 2.12, or if any stockholder, beneficial owner, control person, or any nominee

for director acted contrary to any representation or other agreement required by this Section 2.12 (or with any law, rule, or regulation

identified therein) or provided false or misleading information to the Corporation, then except as otherwise required by law, the chair

of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business

shall not be transacted. Notwithstanding anything in these by-laws to the contrary, unless otherwise required by law, if a Proposing Stockholder

intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12

does not comply with or provide the information required under this Section 2.12 to the Corporation, including the updated information

required by Section 2.12(b)(vi)(B), Section 2.12(b)(vi)(C), and Section 2.12(b)(vi)(D) within five business days after

the record date for such meeting or the evidence required by Section 2.12(e)(ii) by no later than five business days prior to

the applicable meeting or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the

meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies

in respect of such business or nominations may have been received by the Corporation.

(ii)           If

any stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the Corporation,

no later than five business days prior to the applicable meeting, reasonable evidence that it has met all of the applicable requirements

of Rule 14a-19 under the Exchange Act. Without limiting the other provisions and requirements of this Section 2.12, unless otherwise

required by law, if any Proposing Stockholder provides such notice and either (A) fails to comply with the requirements of Rule 14a-19

under the Exchange Act, or (B) fails to timely provide reasonable evidence of such compliance as required by this Section 2.12(e)(ii),

then the Proposing Stockholder’s nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee

is included as a nominee in the Corporation’s proxy statement, notice of meeting, or other proxy materials for any annual meeting

(or any supplement thereto) and the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees.

(f)            Rule 14a-8.

This Section 2.12 and Section 2.13 shall not apply to a proposal proposed to be made by a stockholder if the stockholder has

notified the Corporation of the stockholder’s intention to present the proposal at an annual or special meeting only pursuant to

and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared

by the Corporation to solicit proxies for such meeting.

Section 2.13         Proxy

Access.

(a)            Inclusion

of Proxy Access Stockholder Nominee in Proxy Statement. Subject to the provisions of this Section 2.13, the Corporation shall

include in its proxy statement (including its form of proxy) for an annual meeting of stockholders the name of any stockholder nominee

for election to the Board of Directors submitted pursuant to this Section 2.13 (each a “Proxy Access Stockholder Nominee”)

provided:

(i)            timely

written notice of such Proxy Access Stockholder Nominee satisfying this Section 2.13 (“Proxy Access Notice”) is

delivered to the Corporation by a stockholder of record or stockholder group that, at the time the Proxy Access Notice is delivered, satisfies

the ownership and other requirements of this Section 2.13 (such stockholder or stockholder group, the “Eligible Stockholder”);

(ii)            the

Eligible Stockholder expressly elects in writing at the time of providing the Proxy Access Notice to have its Proxy Access Stockholder

Nominee included in the Corporation’s proxy statement pursuant to this Section 2.13; and

(iii)          the

Eligible Stockholder and the Proxy Access Stockholder Nominee otherwise satisfy the requirements of this Section 2.13.

(b)           Timely

Notice. To be timely, the Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation,

not later than 120 days nor more than 150 days prior to the first anniversary of the date (as stated in the Corporation’s proxy

materials) that the Corporation’s definitive proxy statement was first sent to stockholders in connection with the preceding year’s

annual meeting of stockholders/of the preceding year’s annual meeting; provided, however, that in the event that the date

of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year’s

annual meeting, or if no annual meeting was held in the preceding year, the Proxy Access Notice must be so delivered not earlier than

the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of: (i) the

120th day prior to such annual meeting; or (ii) the 10th day following the day on which Public Disclosure of the date of such annual

meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting (or the public announcement

thereof) commence a new time period (or extend any time period) for the giving of the Proxy Access Notice.

to be Included in Proxy Statement. In addition to including the name of the Proxy Access Stockholder Nominee in the Corporation’s

proxy statement for the annual meeting, the Corporation shall also include (collectively, the “Required Information”):

(i)            the

information concerning the Proxy Access Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s

proxy statement pursuant to the Exchange Act, and the rules and regulations promulgated thereunder; and

(ii)            if

the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or in the case of a group, a written statement of

the group), not to exceed 500 words, in support of its Proxy Access Stockholder Nominee, which must be provided at the same time as the

Proxy Access Notice for inclusion in the Corporation’s proxy statement for the annual meeting (a “Statement”).

Notwithstanding

anything to the contrary contained in this Section 2.13, the Corporation may omit from its proxy materials any information or Statement

that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements

made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation,

or listing standard. Additionally, nothing in this Section 2.13 shall limit the Corporation’s ability to solicit against and

include in its proxy statement its own statements relating to any Proxy Access Stockholder Nominee.

(d)           Proxy

Access Stockholder Nominee Limits. The number of Proxy Access Stockholder Nominees (including Proxy Access Stockholder Nominees that

were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy statement pursuant to this Section 2.13

but either are subsequently withdrawn or that the Board of Directors decides to nominate) appearing in the Corporation’s proxy statement

with respect to a meeting of stockholders shall not exceed the greater of: (x) two; or (y) 20% of the number of directors in

office as of the last day on which notice of a nomination may be delivered pursuant to this Section 2.13 (the “Final Proxy

Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below 20% (the “Permitted

Number”); provided, however, that:

(i)            in

the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination

Date and before the date of the applicable annual meeting of stockholders and the Board of Directors resolves to reduce the size of the

Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so

reduced;

(ii)           any

Proxy Access Stockholder Nominee who is included in the Corporation’s proxy statement for a particular meeting of stockholders but

either: (A) withdraws from or becomes ineligible or unavailable for election at the meeting, or (B) does not receive a number

of votes cast in favor of their election at least equal to 25% of the shares present in person or represented by proxy at the annual meeting

and entitled to vote on the Proxy Access Stockholder Nominee’s election, shall be ineligible to be included in the Corporation’s

proxy statement as a Proxy Access Stockholder Nominee pursuant to this Section 2.13 for the next annual meeting of stockholders following

the meeting for which the Proxy Access Stockholder Nominee has been nominated for election;

(iii)          any

director in office as of the nomination deadline who was included in the Corporation’s proxy statement as a Proxy Access Stockholder

Nominee for any of the two preceding annual meetings and whom the Board of Directors decides to nominate for election to the Board of

Directors will be counted against the Permitted Number; and

(iv)          any

director recommended by the Board of Directors pursuant to an agreement, arrangement, or other understanding with a stockholder or group

of stockholders (other than any such agreement, arrangement, or other understanding entered into in connection with an acquisition of

stock from the Corporation by such stockholder or group of stockholders) will be counted against the Permitted Number.

In the event that

the number of Proxy Access Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.13 exceeds the Permitted

Number, each Eligible Stockholder shall select one Proxy Access Stockholder Nominee for inclusion in the Corporation’s proxy statement

until the Permitted Number is reached, going in order of the amount (from greatest to least) of voting power of the Corporation’s

capital stock entitled to vote on the election of directors as disclosed in the Proxy Access Notice. If the Permitted Number is not reached

after each Eligible Stockholder has selected one Proxy Access Stockholder Nominee, this selection process shall continue as many times

as necessary, following the same order each time, until the Permitted Number is reached.

(e)           Eligibility

of Nominating Stockholder; Stockholder Group. An Eligible Stockholder, and the beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is being proposed, must have owned (as defined below) continuously for at least three years a number of shares

that represents 3% or more of the outstanding shares of the Corporation entitled to vote in the election of directors (the “Required

Shares”) as of both the date the Proxy Access Notice is delivered to or received by the Corporation in accordance with this

Section 2.13 and the record date for determining stockholders entitled to vote at the meeting. For purposes of satisfying the ownership

requirement under this Section 2.13, the voting power represented by the shares of the Corporation’s capital stock owned by

one or more stockholders of record, or by the beneficial owners, if any, on whose behalf the Proxy Access Stockholder Nominee is being

proposed, may be aggregated, provided that:

(i)            the

number of stockholders of record and, if and to the extent that a holder of record is acting on behalf of one or more beneficial owners,

of such beneficial owners, whose stock ownership is aggregated for the purpose of satisfying the ownership requirement under this Section 2.13

shall not exceed 20; and

(ii)           each

stockholder of record or beneficial owner whose shares are aggregated shall have held such shares continuously for at least three years

as required by this Section 2.13.

Whenever an Eligible

Stockholder consists of a group of stockholders of record and/or beneficial owners, any and all requirements and obligations for an Eligible

Stockholder set forth in this Section 2.13 must be satisfied by and as to each such stockholder or beneficial owner, except that

shares may be aggregated to meet the Required Shares as provided in this Section 2.13(e). With respect to any one particular annual

meeting, no shares may be attributed to more than one Eligible Stockholder, and no stockholder of record or beneficial owner, alone or

together with any of its affiliates, may individually or as a member of a group qualify as or constitute more than one Eligible Stockholder

under this Section 2.13.

(f)            Funds.

A group of two or more funds shall be treated as one stockholder of record or beneficial owner for this Section 2.13 provided that

the other terms and conditions in this Section 2.13 are met (including Section 2.13(h)(v)(A)) and the funds are:

(i)            under

common management and investment control;

(ii)            under

common management and funded primarily by the same employer (or by a group of related employers that are under common control); or

(iii)            a

“group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act

of 1940, as amended.

(g)            Ownership.

For purposes of this Section 2.13, a stockholder of record or a beneficial owner, as the case may be, shall be deemed to “own”

only those outstanding shares of the Corporation’s capital stock as to which the stockholder of record, or, if such stockholder

is a nominee, custodian, or other agent that is holding the shares on behalf of a beneficial owner, that the beneficial owner on whose

behalf the Proxy Access Stockholder Nominee is being proposed, possesses both:

(i)            the

full voting and investment rights pertaining to the shares; and

(ii)           the

full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated

in accordance with clauses (i) and (ii) shall not include any shares:

(A)           sold

by such stockholder or beneficial owner or any of their respective affiliates in any transaction that has not been settled or closed,

(B)            borrowed

by such stockholder or beneficial owner or any of their respective affiliates for any purposes or purchased by such stockholder or beneficial

owner or any of their respective affiliates pursuant to an agreement to resell, or

to any option, warrant, forward contract, swap, contract of sale, other derivative, or similar agreement entered into by such stockholder,

beneficial owner, or any of their respective affiliates, whether any such instrument or agreement is to be settled with shares or with

cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument

or agreement has, or is intended to have, the purpose or effect of: (1) reducing in any manner, to any extent or at any time in the

future, such stockholder’s, beneficial owner’s, or affiliate’s full right to vote or direct the voting of any such shares;

and/or (2) hedging, offsetting, or altering to any degree gain or loss arising from the full economic ownership of such shares by

such stockholder, beneficial owner, or affiliate.

An Eligible Stockholder

and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed “owns” shares held in

the name of a nominee or other intermediary so long as the Eligible Stockholder or beneficial owner, as applicable, retains the right

to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.

An Eligible Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which

the Eligible Stockholder or beneficial owner, as applicable, has delegated any voting power by means of a proxy, power of attorney, or

other instrument or arrangement that is revocable at any time by the Eligible Stockholder or beneficial owner, as applicable. An Eligible

Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which the Eligible

Stockholder or beneficial owner, as applicable, has loaned such shares, provided that the Eligible Stockholder or beneficial owner, as

applicable, has the power to recall such loaned shares on three business days’ notice and recalls such loaned shares not more than

three business days after being notified that any of its Proxy Access Stockholder Nominees will be included in the Corporation’s

proxy statement. The terms “owned,” “owning,” and other variations of the word “own”

shall have correlative meanings. For purposes of this Section 2.13, the term “affiliate” shall have the meaning

ascribed thereto in the regulations promulgated under the Exchange Act.

(h)           Nomination

Notice and Other Eligible Stockholder Deliverables. An Eligible Stockholder must provide with its Proxy Access Notice the following

information in writing to the Secretary:

(i)            one

or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been

held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Proxy

Access Notice is delivered to or received by the Corporation, the Eligible Stockholder and beneficial owner, if any, on whose behalf the

Proxy Access Stockholder Nominee is proposed owns, and has owned continuously for the preceding three years, the Required Shares, and

the Eligible Stockholder’s and beneficial owner’s agreement to provide:

(A)           within

five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible

Stockholder’s and any applicable beneficial owner’s continuous ownership of the Required Shares through the record date, and

(B)            immediate

notice if the Eligible Stockholder, or beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed ceases

to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

(ii)           the

representation and agreement of the Eligible Stockholder and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee

is proposed that it:

(A)           intends

to continue to satisfy the eligibility requirements described in this Section 2.13 through the date of the annual meeting,

(B)            acquired

the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and

does not presently have such intent,

(C)

has not nominated and will not nominate for election to the

Board of Directors at the meeting any person other than the Proxy Access Stockholder Nominee(s) being nominated pursuant to

this Section 2.13,

(D)           has

not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation”

within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the

meeting other than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors,

(E)            will

not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation,

(F)            has

provided and will provide facts, statements, and other information in all communications with the Corporation and its stockholders that

are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make

the statements made, in light of the circumstances under which they were made, not misleading,

(G)            agrees

to assume all liability stemming from any legal or regulatory violation arising out of its communications with the Corporation’s

stockholders or out of the information that it provides to the Corporation,

(H)            agrees

to indemnify and hold harmless the Corporation and each of its directors, officers, and employees individually against any liability,

loss, or damages in connection with any threatened or pending action, suit, or proceeding, whether legal, administrative, or investigative,

against the Corporation or any of its directors, officers, or employees arising out of any nomination submitted by the Eligible Stockholder

pursuant to this Section 2.13,

(I)             will

file with the SEC any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the

Proxy Access Stockholder Nominee will be nominated, regardless of whether any such filing is required under Section 14 of the Exchange

Act and the rules and regulations promulgated thereunder or whether any exemption from filing is available for such solicitation

or other communication under Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and

(J)             will

comply with all other applicable laws, rules, regulations, and listing standards with respect to any solicitation in connection with the

meeting;

(iii)          the

written consent of each Proxy Access Stockholder Nominee to be named in the Corporation’s proxy statement, and form of proxy and,

as a nominee and, if elected, to serve as a director;

(iv)          a

copy of the Schedule 14N (or any successor form) that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

(v)           in

the case of a nomination by a stockholder group that together is an Eligible Stockholder:

(A)           documentation

satisfactory to the Corporation demonstrating that a group of funds qualifies pursuant to the criteria set forth in Section 2.13(f) to

be treated as one stockholder or person for purposes of this Section 2.13, and

(B)            the

designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder

group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(vi)          if

desired, a Statement.

(i)            Stockholder

Nominee Agreement. Each Proxy Access Stockholder Nominee must:

(i)            provide

within five business days of the Corporation’s request an executed agreement, in a form deemed satisfactory to the Corporation,

providing the following representations:

(A)           the

Proxy Access Stockholder Nominee has read and agrees to adhere to the Corporation’s Code of Ethics and any other of the Corporation’s

policies or guidelines applicable to directors, including with regard to securities trading,

(B)            the

Proxy Access Stockholder Nominee is not and will not become a party to: (1) any Voting Commitment that has not been disclosed to

the Corporation; or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected

as a director of the Corporation, with such person’s fiduciary duties under applicable law, and

Proxy Access Stockholder Nominee is not and will not become a party to any Compensation Arrangement in connection with such person’s

nomination for director or service as a director that has not been disclosed to the Corporation;

(ii)           complete,

sign, and submit all questionnaires required of the Corporation’s Board of Directors within five business days of receipt of each

such questionnaire from the Corporation; and

(iii)          provide

within five business days of the Corporation’s request such additional information as the Corporation determines may be necessary

to permit the Board of Directors to determine whether such Proxy Access Stockholder Nominee meets the requirements of this Section 2.13

or the Corporation’s requirements with regard to director qualifications and policies and guidelines applicable to directors, including

whether:

(A)           such

Proxy Access Stockholder Nominee is independent under the independence requirements, including the committee independence requirements,

set forth in the listing standards of the stock exchange on which shares of the Corporation’s capital stock are listed, any applicable

rules of the SEC, and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence

of the directors (the “Independence Standards”),

(B)            such

Proxy Access Stockholder Nominee has any direct or indirect relationship with the Corporation that has not been deemed categorically immaterial

pursuant to the Corporation’s corporate governance guidelines, and

Proxy Access Stockholder Nominee is not and has not been subject to: (1) any event specified in Item 401(f) of Regulation S-K

under the Securities Act of 1933, as amended (the “Securities Act”), or (2) any order of the type specified in

Rule 506(d) of Regulation D under the Securities Act.

(j)            Eligible

Stockholder/Proxy Access Stockholder Nominee Undertaking. In the event that any information or communications provided by the Eligible

Stockholder or Proxy Access Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in any respect or

omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible

Stockholder or Proxy Access Stockholder Nominee, as the case may be, shall promptly notify the Secretary in writing of any such inaccuracy

or omission in such previously provided information and of the information that is required to make such information or communication

true and correct. Notwithstanding the foregoing, the provision of any such notification pursuant to the preceding sentence shall not be

deemed to cure any defect or limit the Corporation’s right to omit a Proxy Access Stockholder Nominee from its proxy materials as

provided in this Section 2.13.

(k)           Exceptions

Permitting Exclusion of Proxy Access Stockholder Nominee. The Corporation shall not be required to include pursuant to this Section 2.13

a Proxy Access Stockholder Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination

of a Proxy Access Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

(i)            if

the Eligible Stockholder who has nominated such Proxy Access Stockholder Nominee, or the beneficial owner, if any, on whose behalf such

Proxy Access Stockholder Nominee has been proposed, has nominated for election to the Board of Directors at the meeting any person other

than pursuant to this Section 2.13, or has or is engaged in, or has been or is a “participant” in another person’s,

“solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual

as a director at the meeting other than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors;

(ii)            if

the Corporation has received a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate any candidate for

election to the Board of Directors pursuant to the advance notice requirements in Section 2.12 of these by-laws;

(iii)           who

is not independent under the Independence Standards;

(iv)          whose

election as a member of the Board of Directors would violate or cause the Corporation to be in violation of these by-laws, the Corporation’s

Code of Ethics or other document setting forth qualifications for directors, the listing standards of the stock exchange on which shares

of the Corporation’s capital stock is listed, or any applicable state or federal law, rule, or regulation;

(v)            if

the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Voting Commitment;

(vi)           if

the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Compensation Arrangement;

(vii)          who

is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust

Act of 1914;

(viii)         who

is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in

such a criminal proceeding within the past ten years;

(ix)            who

is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act; or

(x)             if

such Proxy Access Stockholder Nominee or the applicable Eligible Stockholder, or the beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is proposed, shall have provided information to the Corporation in respect of such nomination that was untrue

in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances

under which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, or obligations

pursuant to this Section 2.13.

(l)            Invalidity.

Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall be entitled

to declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies

in respect of such vote may have been received by the Corporation; and the Corporation shall not be required to include in its proxy statement

any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder if:

(i)             the

Proxy Access Stockholder Nominee, the applicable Eligible Stockholder, or applicable beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is proposed shall have breached its or their agreements, representations, undertakings, or obligations pursuant

to this Section 2.13, as determined by the Board of Directors or the person presiding at the meeting; or

(ii)             the

Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this

Section 2.13.

Section 2.14         Action

by Stockholder Consent in Lieu of a Meeting. Any action required or permitted to be taken by the stockholders of the Corporation

at a duly called annual or special meeting of the stockholders of Corporation may be effected by written consent by such stockholders.

Section 2.15          Notices

to the Corporation. Whenever notice is to be given to the Corporation by a stockholder under any provision of law or of the Certificate

of Incorporation or these by-laws, such notice shall be delivered to the Secretary at the principal executive offices of the Corporation.

If delivered by electronic transmission, the stockholder’s notice shall be directed to the Secretary at the electronic mail address

or facsimile number, as the case may be, specified in the Corporation’s most recent proxy statement.

ARTICLE III

Board of Directors

Section 3.01          General

Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board

of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws, or applicable

law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02          Number;

Term of Office. The Board of Directors shall consist of not less than one director, as fixed from time to time by resolution of the

majority of directors then in office or by the stockholders of record who own, in the aggregate, at least 50% of the voting power of the

outstanding shares of the Corporation then entitled to vote. Each director shall hold office until a successor is duly elected and qualified

or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.03          Newly

Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors

and any vacancies occurring in the Board of Directors, may be filled by (i) the stockholders of record who own, in the aggregate,

at least 50% of the voting power of the outstanding shares of the Corporation then entitled to vote at an election of directors, (ii) the

affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or (iii) by a sole

remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of

the director whom the director has replaced, a successor is duly elected and qualified, or the earlier of such director’s death,

resignation, or removal.

Section 3.04          Resignation.

Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall

take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event

or events as is therein specified. A resignation that is conditioned on a director failing to receive a specified vote for reelection

as a director may provide that it is irrevocable. A verbal resignation shall not be deemed effective until confirmed by the director in

writing or by electronic transmission to the Corporation.

Section 3.05          Removal.

Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders of record who own, in the aggregate, at least

50% of the voting power of the outstanding shares of the Corporation then entitled to vote at an election of directors may remove any

director from office with or without cause.

Section 3.06          Fees

and Expenses. Directors shall receive such reasonable fees for their services on the Board of Directors and any committee thereof

and such reimbursement of their actual and reasonable expenses as may be fixed or determined by the Board of Directors.

Section 3.07          Regular

Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places, if any, as may be

determined from time to time by the Board of Directors.

Section 3.08          Special

Meetings. Special meetings of the Board of Directors may be held at such times and at such places, if any, as may be determined by

the Chair of the Board, the lead independent director of the Board of Directors, or the Chief Executive Officer on at least 24 hours’

notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’

notice if given by mail. Special meetings shall be called by the Chair of the Board, the lead independent director of the Board of Directors,

or the Chief Executive Officer in like manner and on like notice on the written request of any two or more directors. The notice need

not state the purposes of the special meeting and, unless indicated in the notice thereof, any and all business may be transacted at a

special meeting.

Section 3.09          Telephone

Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications

equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in

a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10         Adjourned

Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or

not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned

meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice

shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by

mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11          Notices.

Subject to Section 3.08, Section 3.10, and Section 3.12 hereof, whenever notice is required to be given to any director

by applicable law, the Certificate of Incorporation, or these by-laws, such notice shall be deemed given effectively if given in person

or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile,

email, or by other means of electronic transmission.

Section 3.12         Waiver

of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation, or these by-laws, a waiver

thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice

is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting

except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of

any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose

of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13         Organization.

At each regular or special meeting of the Board of Directors, the Chair of the Board or, in the Chair’s absence, an appointee of

the Chair of the Board, shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary

is absent from any meeting of the Board of Directors, an assistant secretary of the Corporation shall perform the duties of secretary

at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries of the Corporation, the person

presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14         Quorum

of Directors. Except as otherwise provided by these by-laws, the Certificate of Incorporation, or required by applicable law, the

presence of a majority of the total number of directors on the Board of Directors shall be necessary and sufficient to constitute a quorum

for the transaction of business at any meeting of the Board of Directors.

Section 3.15         Action

by Majority Vote. Except as otherwise provided by these by-laws, the Certificate of Incorporation, or required by applicable law,

the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16          Directors’

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted

to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members

of such committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed,

and delivered in any manner permitted by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto

shall be filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

Section 3.17          Chair

of the Board. The Board of Directors shall annually elect one of its members to be its chair (the “Chair of the Board”)

and shall fill any vacancy in the position of Chair of the Board at such time and in such manner as the Board of Directors shall determine.

Except as otherwise provided in these by-laws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders.

The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the

Board of Directors.

Section 3.18         Committees

of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of

the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who

may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting,

or disqualified from voting, the remaining member or members present at the meeting and not disqualified from voting, whether or not such

member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place

of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise

all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize

the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless

the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee

shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting

at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board

of Directors provides otherwise, each committee designated by the Board of Directors may make, alter, and repeal rules and procedures

for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same

manner as the Board of Directors conducts its business pursuant to this ARTICLE III.

ARTICLE IV

Officers

Section 4.01         Positions

and Election. The officers of the Corporation shall be elected or appointed by the Board of Directors and shall include a chief executive

officer (the “Chief Executive Officer”), a president (the “President”), a chief financial officer

(the “Chief Financial Officer”), a treasurer (the “Treasurer”), and a secretary (the “Secretary”).

The Board of Directors, in its discretion, may also elect or appoint one or more vice presidents, assistant treasurers, assistant secretaries,

and other officers in accordance with these by-laws. Any two or more offices may be held by the same person.

Section 4.02          Term.

Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s

earlier death, resignation, or removal. Any officer may be removed at any time with or without cause (i) by a unanimous vote of the

members of the Board of Directors then in office or (ii) by a majority vote of each of (a) the members of the Board of Directors

then in office and (b) the stockholders of record who own, in the aggregate, at least 50% of the voting power of the outstanding

shares of the Corporation then entitled to vote. The removal of an officer shall be without prejudice to such officer’s contract

rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may

resign at any time by giving notice of their resignation in writing, or by electronic transmission, to the President or the Secretary.

Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified

therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to

make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by

appointment made by the Board of Directors.

Section 4.03          Chief

Executive Officer. The Chief Executive Officer shall, subject to the provisions of these by-laws and the control of the Board of Directors,

have general supervision, direction, and control over the business of the Corporation and over its officers. The Chief Executive Officer

shall perform all duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned

to the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

Section 4.04          President.

The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers and perform such duties

as from time to time may be assigned or delegated to the President by the Board of Directors or the Chief Executive Officer or that are

incident to the office of president.

Section 4.05          Vice

Presidents. Each vice president of the Corporation shall have such powers and perform such duties as may be assigned to them from

time to time by the Board of Directors, the Chief Executive Officer, or the President, or that are incident to the office of vice president.

Section 4.06          Secretary.

The Secretary shall keep full and complete records of the proceedings of the Board of Directors and all meetings of the stockholders and

record all votes and the minutes of all proceedings, and shall perform like duties for committees of the Board of Directors when required.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and

shall perform such other duties as may be prescribed by the Board of Directors, the Chair of the Board, or the Chief Executive Officer.

The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it

and attest to the same.

Section 4.07         Chief

Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation and shall have such powers

and perform such duties as may be assigned by the Board of Directors, the Chair of the Board, or the Chief Executive Officer.

Section 4.08          Treasurer.

The Treasurer shall exercise general supervision over the receipt, custody, and disbursement of corporate funds. The Treasurer shall cause

the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be

designated as depositaries in the manner provided by resolution of the Board of Directors. The Treasurer shall have such further powers

and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.

Section 4.09          Other

Officers. Such other officers as the Board of Directors may elect or appoint shall perform such duties and have such powers as from

time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation

the power to appoint such other officers and to prescribe their respective duties and powers.

Section 4.10         Duties

of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient,

the Chief Executive Officer or the President or the Board of Directors may delegate for the time being the powers or duties of such officer

to any other officer or to any director.

ARTICLE V

INDEMNIFICATION

Section 5.01         Indemnification.

The Corporation shall indemnify and hold harmless, each person who was or is made or is threatened to be made a party or is otherwise

involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”),

by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director, officer, employee,

or agent of the Corporation or, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of

the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit

entity, including service with respect to employee benefit plans, to the fullest extent permitted by applicable law as it presently exists

or may hereafter be amended, against all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise

taxes and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person. Notwithstanding the

preceding sentence, the Corporation shall be required to indemnify and hold harmless a person in connection with a Proceeding (or part

thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific

case by the Board of Directors.

Section 5.02         Advancement

of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director,

officer, employee, or agent of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking

by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which

there is no further right to appeal that such person is not entitled to be indemnified for such expenses under Section 5.01 or otherwise.

Payment of such expenses actually and reasonably incurred by such person, may be made by the Corporation, subject to such terms and conditions

as the general counsel of the Corporation in their discretion deems appropriate.

Section 5.03         Non-Exclusivity

of Rights. The rights conferred on any person by this ARTICLE V will not be exclusive of any other right which such person may

have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these by-laws, agreement, vote of stockholders

or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding

office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees,

or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL.

Section 5.04         Other

Indemnification. The Corporation’s obligation, if any, to indemnify and hold harmless any person who was or is serving at its

request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit

entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture,

trust, enterprise, or nonprofit entity.

Section 5.05         Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent

of the Corporation, or is or was serving at the request of Corporation as a director, officer, employee, or agent of another corporation,

partnership, joint venture, trust, enterprise, or nonprofit entity against any liability asserted against them and incurred by them in

any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify such person

against such liability under the provisions of the DGCL.

Section 5.06         Repeal,

Amendment, or Modification. Any amendment, repeal, or modification of this ARTICLE V shall not adversely affect any right or

protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VI

Stock Certificates and Their Transfer

Section 6.01         Certificates

Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors

may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced

by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be

in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock shall be signed

by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles.

In case any officer, transfer agent, or registrar who has signed such a certificate ceases to be an officer, transfer agent, or registrar

before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if the signatory were

still such at the date of its issue.

Section 6.02         Transfers

of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock

shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered holder thereof or such

person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender to the Company or

its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate or uncertificated

shares shall be issued.

Section 6.03         Transfer

Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents

and one or more registrars.

Section 6.04         Lost,

Stolen, or Destroyed Certificates. The Board of Directors or the Secretary may direct a new certificate or uncertificated shares to

be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making

of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing such issue of a new

certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or the owner’s legal representative to give the

Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate

alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VII

General Provisions

Section 7.01         Seal.

The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or

a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 7.02         Fiscal

Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 7.03         Checks,

Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed,

or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the

Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.04         Conflict

with Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of

Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be

resolved in favor of such law or the Certificate of Incorporation.

Section 7.05         Books

and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock

ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks

or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted

into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224

of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant

to applicable law.

Section 7.06         Forum

for Adjudication of Disputes.

(a)            Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the

Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within

the State of Delaware has jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted by

law, be the sole and exclusive forum for:

(i)             any

derivative action or proceeding brought on behalf of the Corporation;

(ii)            any

action asserting a claim for breach of a fiduciary duty owed by any current or former director, officer, employee, or stockholder of the

Corporation to the Corporation or the Corporation’s stockholders;

(iii)            any

action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation,

or these by-laws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State

of Delaware;

(iv)            any

action asserting a claim governed by the internal affairs doctrine; or

(v)            any

action asserting a claim relating to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation

or its stockholders, directors, or officers;

in each case, subject

to said court having personal jurisdiction over the indispensable parties named as defendants therein.

If any action the

subject matter of which is within the scope of this Section 7.06 is filed in a court other than a court located within the State

of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented

to: (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action

brought in any such court to enforce this Section 7.06 (an “Enforcement Action”); and (ii) having service

of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action

as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation

shall be deemed to have notice of and consented to the provisions of this Section 7.06(a).

(b)            Unless

the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America

shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933,

as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be

deemed to have notice of and consented to the provisions of this Section 7.06(b).

Section 7.07         Action

by Stockholder Consent in Lieu of a Meeting. Any action required or permitted to be taken by the stockholders of the Corporation hereunder,

whether at a duly called annual or special meeting of the stockholders of Corporation or otherwise, may be effected by written consent

by such stockholders.

ARTICLE VIII

Amendments

These by-laws may be adopted,

amended, or repealed by either (A) unanimous consent of the Board of Directors or (B) by the stockholders owning a majority

of the voting power of the outstanding shares of the Corporation then entitled to vote, which vote may be by written consent. The fact

that such power has been so conferred upon the Board of Directors will not divest the stockholders of the power, nor limit their power

to adopt, amend, or repeal by-laws.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612908d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

KULR Welcomes

Microsoft Director and Pricing Optimization Specialist to Board of Directors

HOUSTON / GLOBENEWSWIRE

/ April 28, 2026 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"),

an energy-systems platform company that enables the safe, certifiable deployment of ultra-high-power lithium battery systems for space

and defense programs, hyperscale AI data centers, and telecom infrastructure OEMs, today announced the appointments of Microsoft director

Mr. Ben Frank and pricing and profit optimization specialist Dr. Mike Kimel to its Board of Directors effective immediately.

In connection with these appointments, KULR has streamlined its Board to three members, including two majority independent directors,

as part of the Company’s ongoing focus to reduce selling, general and administrative (SG&A) expenses in 2026 and drive greater

operating efficiency.

Mr. Frank

is a technology and enterprise solutions director with extensive experience in applied artificial intelligence, enterprise technology

commercialization, and energy-adjacent digital transformation. He currently serves as Director of Workforce AI Solution Engineering at

Microsoft (NASDAQ: MSFT), where he leads pre-sales technical teams supporting large enterprise customers deploying AI-driven platforms

within Microsoft’s Energy & Resources organization. His background includes advising executive leadership on go-to-market

strategy, execution risk, and the application of AI to complex, asset-intensive industries, including energy and industrial sectors.

Mr. Frank brings a blend of technical leadership, enterprise sales experience, and hands-on application of artificial intelligence

to support growth, operational efficiency, and commercialization. He holds a Bachelor of Science in Mechanical Engineering from the University

of California, Santa Barbara.

Dr. Kimel

is a pricing and profitability expert with more than 30 years of experience as a corporate executive, consultant, and academic, often

serving in all three roles simultaneously. He has advised organizations ranging from Fortune 500 companies to early-stage startups, with

particular expertise in complex industrial sectors including aerospace, defense, and manufacturing. He is the Founder and CEO of Pricimetrics, Inc.,

a pricing and analytics firm focused on improving margin performance, revenue quality, and strategic decision-making. Earlier in his

career, he held senior pricing and analytics leadership roles at companies including OmniSource, Toyo Tires, and Sears Holdings. Dr. Kimel

holds a Ph.D. in Economics from the University of California, Los Angeles.

Michael Mo, Co-Founder

and Chief Executive Officer of KULR Technology Group, commented, “Mr. Frank and Dr. Kimel bring expertise at the intersection

of artificial intelligence, enterprise sales, and pricing optimization that will be highly valuable as KULR continues to scale. Their

experience helps plug critical gaps needed for deeper commercial, pricing, and operational discipline, and aligns directly with our focus

on margin expansion, disciplined growth, and more efficient execution.”

The Company is

also appointing a Special Advisor to lead implementation of its new Operating Discipline Framework, focused on pricing discipline, capital

allocation, cost controls, and operating cadence. A CFA charterholder and CPA with deep FP&A experience across manufacturing, agriculture,

financial services, and technology, the Special Advisor will work with leadership to improve margins, strengthen cash flow, and convert

growth into durable profitability.

The Board restructuring

and new appointments underscore KULR’s continued shift toward disciplined capital allocation, cost management, and scalable growth,

as the Company prioritizes investment in its core battery platform and key end markets, including defense, aerospace, and AI-driven infrastructure.

About KULR Technology Group, Inc.

KULR Technology

Group, Inc. (NYSE American: KULR) is an energy-systems platform company delivering certifiable battery safety, vibration-mitigation,

and thermal control solutions that enable ultra-high-power lithium-ion systems and sensitive electronics to operate reliably across space

and defense missions, hyperscale AI data centers, telecom infrastructure, and mobility applications. Learn more at KULR.ai.

Find KULR: Website | X

Investor Relations:

KULR Technology Group, Inc.

Phone: 858-866-8478 x 847

Email: ir@kulr.ai

Safe Harbor Statement

This release contains

certain forward-looking statements based on our current expectations, intentions and assumptions that involve risks and uncertainties.

Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ

materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business,

which include the risk factors disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2026,

as may be amended or supplemented by other reports we file with the Securities and Exchange Commission from time to time. Forward-looking

statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified

by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,”

“intend,” “may,” “should,” and “would” or similar words. All such forward-looking statements

that are provided by management in this release are based on information available at this time, and management expects that internal

expectations may change over time. These statements are not guarantees of future performance and are subject to known and unknown risks,

uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking

statements. Except as otherwise required by applicable law, we assume no obligation to update the information included in this press

release, whether as a result of new information, future events or otherwise.

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