Form 8-K

8-K — Onfolio Holdings, Inc

Accession: 0001213900-26-106865

Filed: 2026-10-05

Period: 2026-09-29

CIK: 0001825452

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0307102-8k_onfolio.htm (Primary)

EX-3.1 — AMENDED AND RESTATED BY-LAWS OF ONFOLIO HOLDINGS INC. (AS AMENDED SEPTEMBER 29, 2026) (ea030710201ex3-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. )

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): September 29, 2026

ONFOLIO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41466

37-1978697

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1007 North Orange Street, 4th Floor, Wilmington, Delaware

19801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code (682) 990-6920

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

ONFO

Nasdaq Capital Market

Warrants To Purchase Common Stock

ONFOW

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On September 29, 2026, the Board of Directors

(the “Board”) of Onfolio Holdings Inc. (the “Company”), acting by unanimous written consent in lieu of a meeting,

approved and adopted an amendment to Section 2.07 of the Company’s Amended and Restated By-Laws, originally adopted on April 22,

2022 (the “Bylaws”), effective immediately. The amendment reduced the quorum required at meetings of stockholders from a majority

in voting power of the shares of the Company entitled to vote at the meeting, present in person or represented by proxy, to one-third

(1/3) in voting power of such shares, present in person or represented by proxy.

The Board took action by unanimous written consent

pursuant to Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and adopted the amendment pursuant to Section

109(a) of the DGCL and the authority granted to the Board under the Company’s Certificate of Incorporation. The one-third quorum

requirement is the statutory minimum permitted under Section 216 of the DGCL. The amendment was adopted in connection with the Company’s

upcoming Special Meeting of Stockholders (the “Special Meeting”).

The foregoing description of the amendment is

qualified in its entirety by reference to the Bylaws, as amended through September 29, 2026, which are filed as Exhibit 3.1 to this Current

Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Amended and Restated By-Laws of Onfolio Holdings Inc. (as amended September 29, 2026)

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2026

ONFOLIO HOLDINGS INC.

By:

/s/ Dominic Wells

Dominic Wells

Director and Chief Executive Officer

EX-3.1 — AMENDED AND RESTATED BY-LAWS OF ONFOLIO HOLDINGS INC. (AS AMENDED SEPTEMBER 29, 2026)

EX-3.1

Filename: ea030710201ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

ONFOLIO HOLDINGS, INC.

(Adopted April 22, 2022; as amended September 29,

2026)

ARTICLE I

OFFICES

Section 1.01 Registered

Office. The registered office of Onfolio Holdings, Inc. (the “Corporation”) will be fixed 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. 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.

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 25% 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 him or her 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

120 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, 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 announced at the meeting at which the adjournment is taken. 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 the manner provided in Section 232 of the Delaware General

Corporation 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 at least ten days before any 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 at least ten days before the meeting: (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. If the meeting is to be held at a place, the list shall also be

produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present.

If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the

whole time of the meeting as provided by applicable law. 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, one-third (1/3)

in 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, the chair of the meeting or

the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority

in voting power thereof, 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 his or her absence or inability to act, the Chief

Executive Officer (as defined in Section 4.01), or, in his or her 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 his or her 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 and keep the

minutes thereof. 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;

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

(d) limitations

on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized 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 plurality of the votes of the shares represented in

person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors.

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

of directors, brought before any meeting of stockholders 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.

Such authorization may be in a writing executed by the stockholder or his or her authorized officer, director, employee, or agent. To

the extent permitted by law, a stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing

the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy

support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission,

provided that the electronic transmission either sets forth or is submitted with information from which it can be determined that the

electronic transmission was authorized by the stockholder. A copy, facsimile transmission, or other reliable reproduction of the proxy

authorized by this Section 2.09(d) may be substituted for or used in lieu of the original writing or electronic transmission for any and

all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission,

or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission. 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.

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 his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with

strict impartiality and according to the best of his or her 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 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 notice of or to vote 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, 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 or mailed and received 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 shall the Public Disclosure of an adjournment or postponement of an annual

meeting commence a new notice time period (or extend any notice time period). 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.

(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 notice to the Secretary 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 and qualification of such proposed nominee (which questionnaire shall be provided

by the Secretary upon written request) and a written statement and agreement executed by each such nominee acknowledging that such person:

(A) consents

to being named in the Company’s proxy statement as a nominee 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 written corporate

governance guidelines, if any, written ethics code, if any, written related party transactions policy, if any, 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 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 (“Compensation

Arrangement”) that has not been disclosed to the Corporation in connection with such person’s nomination for director

or service as a director; and

(vi) as

to the Proposing Stockholder:

(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 is being made,

(B) the

class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the

beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, 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 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 between or among the Proposing Stockholder

or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, and any others

(including their names) acting in concert with any of the foregoing, 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, 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 or the beneficial owner, if any, on whose behalf the nomination is being made and any of their

affiliates or associates, 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 such person or any of their affiliates or associates 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 or by proxy at the meeting to nominate the person or persons specified in the notice, and

(F) a

representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the

percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies

from stockholders in support of the nomination. 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 notice to the Secretary 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 stockholder and the

beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the business is being proposed;

(v) any

other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, 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, any of their affiliates or associates, 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 of their affiliates or associates,

in such business, including any anticipated benefit therefrom to such stockholder, beneficial owner, or their affiliates or associates;

and

(vii) the

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, 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 its principal executive offices 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 the Public Disclosure of an adjournment

or postponement of a special meeting commence a new time period (or extend any notice time period).

(e) Effect

of Noncompliance. 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

or Section 2.13, as applicable. If any proposed nomination was not made or proposed in compliance with this Section 2.12 or Section 2.13,

as applicable, or other business was not made or proposed in compliance with this Section 2.12, 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 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 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.

(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 and ballot) 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 or on behalf of a stockholder or stockholders that, at the time the Proxy Access Notice is delivered, satisfy the

ownership and other requirements of this Section 2.13 (such stockholder or stockholders, and any person on whose behalf they are acting,

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 the public announcement of an adjournment or postponement of an annual meeting 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 (a “Board Nominee”)) appearing in the

Corporation’s proxy statement with respect to a meeting of stockholders shall not exceed 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; and

(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 his or her 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 two annual meetings of stockholders following

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

(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 also 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 Groups. An Eligible Stockholder 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 and

must deliver a statement regarding the Eligible Stockholder’s intent with respect to continued ownership of the Required Shares

for at least one year following the annual 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, or by the person or

persons who own shares of the Corporation’s capital stock and on whose behalf any stockholder is acting, may be aggregated, provided

that:

(i) the

number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20; and

(ii) each

stockholder or other person whose shares are aggregated shall have held such shares continuously for at least three years.

Whenever an Eligible Stockholder

consists of a group of stockholders and/or other persons, 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 other person, 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 stockholder or other person

may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 2.13.

(f) Funds.

A group of two or more funds shall be treated as one stockholder or person 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, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of

the Corporation’s capital stock as to which the person 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 person or any of its affiliates in any transaction that has not been settled or closed,

(B) borrowed

by such person or any of its affiliates for any purposes or purchased by such person or any of its 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 person or

any of its 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 person’s or affiliates’

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 person or affiliate.

An Eligible Stockholder “owns”

shares held in the name of a nominee or other intermediary so long as the Eligible Stockholder 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

ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder 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 person. An Eligible Stockholder’s

ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has loaned such shares, provided that

the Eligible Stockholder has the power to recall such loaned shares and recalls such loaned shares not more than five 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 owns, and has owned continuously for the preceding

three years, the Required Shares, and the Eligible Stockholder’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 continuous ownership of the Required Shares through the record date, and

(B) immediate

notice if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

(ii) the

Eligible Stockholder’s representation and agreement that the Eligible Stockholder (including each member of any group of stockholders

that together is an Eligible Stockholder under this Section 2.13):

(A) intends

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

statement regarding the Eligible Stockholder’s intent with respect to continued ownership of the Required Shares for at least one

year following 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,

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 a Board Nominee,

(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 the Eligible Stockholder’s communications

with the Corporation’s stockholders or out of the information that the Eligible Stockholder 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

ballot 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 group of stockholders 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 corporate governance guidelines, if any, ethics

code, if any, related party transactions policy, if any, and any other of the Corporation’s policies or guidelines applicable to

directors, including with regard to securities trading, and

(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, if any, 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 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 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 a Board Nominee;

(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

Certificate of Incorporation, corporate governance guidelines, if any, ethics code, if any, 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 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 and/or the applicable Eligible Stockholder 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;

(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.

(m) Interpretation.

The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret

this Section 2.13 and to make any and all determinations necessary or advisable to apply this Section 2.13 to any persons, facts, or circumstances,

including the power to determine whether:

(i) a

person or group of persons qualifies as an Eligible Stockholder;

(ii) outstanding

shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section

2.13;

(iii) a

notice complies with the requirements of this Section 2.13;

(iv) a

person satisfies the qualifications and requirements to be a Proxy Access Stockholder Nominee;

(v) inclusion

of the Required Information in the Corporation’s proxy statement is consistent with all applicable laws, rules, regulations, and

listing standards; and

(vi) any

and all requirements of this Section 2.13 have been satisfied.

(vii) Any

such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board

of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of

the Corporation.

Section 2.14 Written

Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without

a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall

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

take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by

certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware,

its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings

of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no

written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent

delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered

to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written

consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if

the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting

had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

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 and not more than nine directors as fixed from time to time

by resolution of a majority of the total number of directors of the Corporation. 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, shall be filled solely by the affirmative votes of a majority of the remaining members

of the Board of Directors, although less than a quorum, or 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 he or she 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 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 holding a majority of the shares 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 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 as may be determined by the Chair

of the Board or the Chief Executive Officer on at least 48 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 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, e-mail, 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 his or her absence, another director or officer

selected by the Board of Directors 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.

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 thereat, 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 chosen 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 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 elected or appointed by the Board of Directors may be removed by the Board of Directors

at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer

shall be without prejudice to his or her 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 written notice of his or her resignation 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 him or her 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 attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes

of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees of the Board of Directors when

required. He or she 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 of the Corporation shall have the custody of the Corporation’s funds and securities, except as otherwise provided

by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in records belonging to the Corporation

and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be

designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the President and the directors, at

the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer

and of the financial condition of the Corporation.

Section 4.09 Other Officers.

Such other officers as the Board of Directors may choose 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 choose 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 to the fullest extent permitted by applicable law as it presently exists or may hereafter

be amended, any 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 he or she, or

a person for whom he or she is the legal representative, is or was a director, or officer, or employee, or agent of the Corporation or,

while a director, or officer, or 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, against all liability and loss suffered and expenses (including attorneys’ fees) actually

and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify 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, or 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 this Section

5.02 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 his or her 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 his or her 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 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 him or her and incurred by him or her in

any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or

her 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.

Although any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such

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 such officer, transfer agent, or registrar 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 be determined by the Board of Directors.

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. 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, the federal district court for the District of Delaware)

shall be the sole and exclusive forum for:

(a) any

derivative action or proceeding brought on behalf of the Corporation;

(b) any

action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation

or the Corporation’s stockholders;

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

or these by-laws; or

(d) any

action asserting a claim governed by the internal affairs doctrine;

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.

Notwithstanding the above,

the federal district court for the District of Delaware shall be the sole and exclusive forum for (i) any actions, claims or proceedings

brought to enforce a duty or liability created by the Exchange Act or the Securities Act, unless the Corporation consents in writing to

the selection of an alternative forum; or (ii) any other claim for which the federal courts have exclusive jurisdiction.

ARTICLE VIII

AMENDMENTS

These by-laws may be adopted,

amended, or repealed by the stockholders entitled to vote; provided, however, that the Corporation may, in its Certificate of Incorporation,

confer the power to adopt, amend, or repeal these by-laws upon the Board of Directors; and, provided further, that any proposal by a stockholder

to amend these by-laws will be subject to the provisions of ARTICLE II of these by-laws except as otherwise required by law. 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.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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